TCR_Public/140213.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, February 13, 2014, Vol. 18, No. 43

                            Headlines

1617 WESTCLIFF: Pleadings on Default Interest Issue Due Feb. 28
710 LONG RIDGE: Two Judges Differ on Ending Expired Contracts
ALERIS INTERNATIONAL: Moody's Review B1 CFR for Possible Downgrade
ALERIS INTERNATIONAL: S&P Puts 'B' CCR on CreditWatch Negative
AMERICAN CAPITAL: S&P Rates Proposed $450MM Sr. Secured Debt 'BB-'

APTEAN INC: Moody's Assigns B3 Corp Family Rating; Outlook Stable
ARAMARK CORP: Moody's Assigns 'B1' Rating on Sr. Secured Loans
ARAMARK CORP: S&P Affirms 'BB' Corp. Credit Rating; Outlook Stable
ARCH CAPITAL: Closes $253-Mil. Buy of U.S. Insurance Companies
ASPEN DENTAL: Moody's Rates $370MM Loans 'B2' & Affirms 'B2' CFR

ASR CONSTRUCTORS: Rodgers Anderson Approved as Accountant
ASR CONSTRUCTORS: Shulman Hodges Approved as Bankruptcy Counsel
BANKUNITED FINANCIAL: Asks Supreme Court to Hear Tax Refund Case
BARRINGTON BROADCASTING: S&P Withdraws B+ Sr. Secured Debt Rating
BELDEN INC: Grass Valley Deal No Impact on Moody's 'Ba1' CFR

BRIGHTSTAR CORP: S&P Raises CCR to 'BB' & Removes From CreditWatch
BUFFET PARTNERS: Section 341(a) Meeting Scheduled for March 7
C&K MARKET: Amends Schedules of Assets and Liabilities
C&K MARKET: Court Okays Otterbourg as Committee's Lead Co-Counsel
C&K MARKET: McKittrick Leonard Okayed as Panel's Local Co-Counsel

CASA CASUARINA: Disclosure Statement Hearing Today
CHA CHA ENTEPRISES: Can Access Cash Collateral Until Feb. 23
CHARTER COMMS: Nominates Candidates for Time Warner Cable Board
CHEYENNE HOTELS: Disclosure Statement Approval Hearing on March 6
CHRISTIAN BROTHERS: Modified First Amended Plan Declared Effective

CHRISTIAN BROTHERS: March 4 Hearing on Settlement With Arrowood
COTT CORP: Shareholder Says Price Could Bubble Up 75%
COUNTRYWIDE FIN'L: BofA Should Pay $2.1B in Fraud Case, U.S. Says
DANU PROPERTIES: Voluntary Chapter 11 Case Summary
DBK INVESTMENTS: Case Summary & 10 Largest Unsecured Creditors

DETROIT, MI: Said to Demand New Swaps Deal From BofA, UBS
DIGITAL GENERATION: S&P Withdraws B+ CCR After Extreme Reach Deal
EDGENET INC: Sues Noteholders Over Security of $20-Mil. Debt
ELCOM HOTEL: Ex-Owners Sued Over Unpaid Rental Revenue
EMPRESAS INTEREX: Plan Confirmation Order Entered

EXCEL MARITIME: Rejection Claims Bar Date Set for Feb. 26
FIAT CHRYSLER: Presses Canada on Windsor, Ontario Factory
FIAT S.P.A.: Moody's Lowers CFR to 'B1', Outlook Stable
FIBERTECH NETWORKS: Moody's Rates Add-on Sr. Secured Debt 'B2'
FREEDOM INDUSTRIES: Tank at Spill Site Had 'Nonhazardous' Contents

GALATA CHEMICALS: Artek to Acquire 100% Ownership in Company
GGW BRANDS: Girls Gone Wild Settles $6MM Claim Over Flashing Video
GLOBAL A&T: Bondholders Sue Firm Over Debt Swap
GRAND CENTREVILLE: Wants Plan Filing Extended Until July 31
GLOBAL AVIATION: Court Okays Stipulation on Wells Fargo Aircraft

HANGER ROOM: Shuttered Steakhouse Back in Chapter 11
HOUSTON REGIONAL: Judge Won't Stay Ruling Pending Astros Appeal
HOWREY LLP: Court Nixes Ch.11 Trustee's Fraudulent Transfer Claims
ILLINOIS INSTITUTE: Fitch Affirms 'BB-' Rating on $189.3MM Bonds
INDEMNITY INSURANCE: Commish Blasts Doc Request by Units

IRISH BANK: Halts Borrower's Suit in Federal District Court
INDUSTRIAS AUXILLIARES: Q.E.P. to Acquire U.S. Subsidiary
INNOVATIVE COMPOSITES: Files Financials, To Seek Lifting of MCTO
IZAKAYA LLC: Case Summary & 20 Largest Unsecured Creditors
JAMES RIVER: Has Restructuring Advisers

KIDSPEACE CORP: U.S. Trustee Withdraws Case Dismissal Request
KIDSPEACE CORP: April 3 Hearing to Confirm Modified Plan
KRONOS WORLDWIDE: Upsized Term Loan No Impact on Moody's Ba3 CFR
KRONOS WORLDWIDE: S&P Alters Recovery Rating & Affirms 'B+' CCR
LA QUINTA HOLDINGS: S&P Gives Prelim. B+ CCR & Rates $2BB Debt BB-

LA QUINTA INTERMEDIATE: Moody's Assigns B1 CFR; Outlook Stable
LABORATORY PARTNERS: 3 Members Appointed to Creditors' Panel
LIANSHENG GROUP: Trust Says Tranche Likely to Default Soon
LIGHTSQUARED INC: May File New Restructuring Plan by Friday
LOFINO PROPERTIES: Court Okays Wood & Lamping as Trustee's Counsel

LONE PINE Implements Canadian Reorganization Plan
LOS GATOS HOTEL: April 24 Hearing on 3rd Amended Plan Outline
MALLINCKRODT PLC: Moody's Reviews Ba2 CFR for Possible Downgrade
MBIA INC: Moody's Affirms 'Ba3' Rating on Senior Unsecured Debt
MERCANTILE BANCORP: Exclusive Plan Filing Date Extended to Feb. 24

MERITOR INC.: Moody's Rates New $225MM Sr. Unsecured Notes 'B3'
MFM DELAWARE: March 5 Hearing on Disclosure Statement
MI PUEBLO: Court Approves Piper Jaffray as Investment Banker
MI PUEBLO: Drops GA Keen as Real Estate Advisor
MI PUEBLO: May Reject Consulting Contract With Vince Alvarado

MOMENTIVE PERFORMANCE: S&P Lowers CCR to 'CCC-'; Outlook Negative
NEXEO SOLUTIONS: Moody's Rates $170MM Add-on Term Loan 'B2'
NEXEO SOLUTIONS: S&P Assigns 'B+' Rating to Incremental Loan
NINE HOMES: Voluntary Chapter 11 Case Summary
NNN 123: Plan Exclusivity Period Extended Until March 3

OCEANSIDE MILE: Files Chapter 11 Plan; Hotel Valuation Disputed
OCZ TECHNOLOGY: Sells Power Supply Business Assets for $850,000
OCZ TECHNOLOGY: Name Changed to ZCO Liquidating Corporation
OPTIM ENERGY: Files for Bankruptcy Protection
OSX BRASIL: Seeks to Reach Debt Deal with Bondholders This Week

OVERSEAS SHIPHOLDING: Has Court Authority to Outsource Int'l Fleet
PENFOLD CAPITAL: OSC Grants Temporary Management Cease Trade Order
PERSONAL COMMUNICATIONS: Watchdog Rips Proposed $2.7MM CEO Bonus
PHH CORP: CFPB Sues Mortgage Lender over Kickbacks
PUNCH TAVERNS: Scraps Doomed Vote on Debt Revamp

Q MERGER SUB: Moody's Rates Proposed $305MM Unsecured Notes Caa1
REYNOSO VINEYARDS: Full-Payment Plan Confirmed in December
ROTECH HEALTHCARE: Judge Slashes Baker & McKenzie Fee Request
ROTECH HEALTHCARE: Equity Committee Fees Cut $300,000 by Judge
SABRE GLBL: Moody's Rates New Sr. Secured Debt Due 2019 'B1'

SAVIENT PHARMACEUTICALS: Files Plan of Liquidation
SEDGWICK INC: Moody's Assigns 'B3' CFR; Outlook Stable
SEDGWICK CLAIMS: S&P Affirms 'B' CCR & Removes It From Watch Neg.
SEQUOIA VOTING SYSTEMS: Case Summary & 20 Top Unsecured Creditors
SHOTWELL LANDFILL: March 25 Hearing on Bid for Trustee or Examiner

SP 1064 MADISON: Voluntary Chapter 11 Case Summary
SR REAL ESTATE: Foley & Lardner Approved as Bankruptcy Counsel
SR REAL ESTATE: Court Denies Motion to Vacate or Stay SARE Order
STELERA WIRELESS: Paying Creditors in Full 'Entirely Possible'
SURTRONICS INC: William Wade Wants Plan to Address His Concerns

TAMPA WAREHOUSE: Court Approves Michael Nash as Accountant
TEMBEC INC: S&P Revises Outlook to Positive & Affirms 'CCC+' CCR
TREE OF LIFE: Case Summary & Largest Unsecured Creditor
VALASSIS COMMUNICATIONS: Moody's Withdraws Ba2 Rating After Deal
VANDER INTERMEDIATE: Moody's Rates New $250MM Unsec. Notes 'Caa2'

VEYANCE TECHNOLOGIES: Moody's Reviews B2 CFR For Possible Upgrade
VEYANCE TECHNOLOGIES: S&P Puts 'B' CCR on CreditWatch Positive
VIOLIN MEMORY: Continues to Receive Buyout Offers After IPO

* 8th Circuit: Tax Debts Don't Trump Other Claims in Ch. 13
* Ear Ringing False Ad Suit Tossed Over Bankruptcy Snafu
* 60% of Bankrupt Californians Blame Medical Debt
* Chief Executive Turnover High in January, Report Says

* Credit Risk Levels Hit Lowest Levels, S&P Capital IQ Says
* NLC Calls on Congress to Avoid Another Fiscal Showdown
* Senate's Warren Pushes to Require Board Votes on Banks
* President Signs Order for Retirement Accounts
* Yellen Pushes Back on Volcker Rule Opponents

* Mutual Benefits' Steiner Sentenced to Prison Again
* Pacific Oil in Talks to Buy Heavy Oil Wells Out of Bankruptcy
* Shareholder Suits Could Decide Fannie and Freddie's Fate

* Breakwater Equity Wins M&A Advisor Real Estate Deal of the Year
* Former Top SEC Enforcer Returns to Milbank
* Private Equity Funds Pour into North American Energy

* Recent Small-Dollar & Individual Chapter 11 Filings


                             *********


1617 WESTCLIFF: Pleadings on Default Interest Issue Due Feb. 28
---------------------------------------------------------------
Judge Mark S. Wallace in December entered an order rejecting the
disclosure statement accompanying 1617 Westcliff LLC's proposed
Chapter 11 plan.

"A motion or claim objection on the default interest issue shall
be filed on or before February 28, 2014 so it is properly before
the Court for consideration," Judge Wallace said in the order.

The judge in his Dec. 17 ruling said that the disclosure statement
explaining the Modified First Amended Chapter 11 Plan of
Reorganization is materially misleading because it states that the
property was sold pursuant to the First Amended Plan.  He noted
that the Plan was never confirmed by the Court, so it is
materially misleading to state the property was sold under a plan.

The judge also said the Court will sustain the objections of Wells
Fargo Bank, N.A., as trustee, although on different grounds.  The
disclosure statement fails to discuss Wells Fargo Bank's position
that it is entitled to default interest.

Wells Fargo's Default Interest

In its objection to the approval of the disclosure statement,
Wells Fargo Bank, N.A., as trustee for the Registered Holders of
Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2004-C3, said the sole
remaining issue in the Debtor's Chapter 11 case is a dispute over
whether Wells Fargo or the Debtor's insider, Dr. Rettig, is
entitled to $630,000 in un-disbursed sales proceeds sitting in
escrow following the Court-approved Section 363 sale of the
Debtor's real property in September.  Wells Fargo says the
disputed funds represent contractual, accrued default interest
that must be paid to Wells Fargo in satisfaction of its allowed,
fully secured claim.

The Debtor, in its response, said it proposed a Plan that included
a provision that the Debtor would sell the real property asset of
the Estate on or before the effective date of the Plan and use the
proceeds of that sale to pay all components of Wells Fargo Bank's
secured claim excepting only default interest.  Pursuant to
applicable Ninth Circuit law, that would allow the Debtor to
"cure" the claim through the Plan and thereby eliminate the Bank's
entitlement to the default interest.  The Debtor accordingly
marketed the property, located a buyer, sought the Court's
approval of the sale, and closed the sale.  The Plan proposed the
sale as the primary and preferred means of effecting the Debtor's
reorganization, and the Debtor's subsequent sale motion referenced
the Plan and asserted that the sale was to effect the terms of the
Plan.  Upon closing, the Debtor did indeed pay to the Bank the
undisputed portion of the Bank's claim, comprising principal
balance, prepayment premium, late charges, note rate interest,
costs, and fees, in the total amount of $7,667,145.09.

Pending Plan confirmation, the Debtor segregated the $532,860.31
of default interest as calculated by the Bank -- and, at the
Bank's demand -- an additional $100,000 of amounts otherwise
payable to the Debtor.

"In other words, Debtor did everything right under the Bankruptcy
Code and applicable case law to effect cure of the Bank's claim
and eliminate the default interest.  Yet, ignoring every relevant
factual circumstance and event in this case, the Bank claims that
the sale was 'outside the context of a Chapter 11 Plan' and
complains that Debtor cannot 'bootstrap' the sale of the Property
into a Chapter 11 Plan.  To the contrary, the Bank cannot rewrite
everything that has occurred in this case and escape the
consequences of Debtor's hard work and successes in this
bankruptcy merely by pretending that a sale -- proposed by a Plan,
properly approved by the Court, and effected in contemplation of
and in the context of the provisions of a previously filed and
pending Plan -- is entirely unrelated to the Debtor's Plan of
Reorganization," the Debtor said.

                      About 1617 Westcliff

1617 Westcliff, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Cal. Case No. 12-19326) on Aug. 2, 2012, in Santa
Ana, California.  The Debtor estimated assets of $10 million to
$50 million and liabilities of $1 million to $10 million.
Bankruptcy Judge Mark S. Wallace oversees the case.  Sarah C.
Boone, Esq., and D. Edward Hays, Esq., at Marshack Hays LLP, serve
as the Debtor's counsel.

The Debtor filed a plan of liquidation and disclosure statement
on July 1, 2013, seeking to accomplish payment of creditors in
full by reorganizing its personal assets and liabilities through
the sale of its only substantial asset, a commercial real property
commonly known as 1617 Westcliff Drive, in Newport Beach,
California.  The property, according to court documents, is a
mixed use, Class B building mostly occupied by medical office
space.  It comprises 32,000 square feet of rentable space in a
single two-story building situated on approximately 1.56 acres of
land in an up-scale commercial district of Newport Beach.


710 LONG RIDGE: Two Judges Differ on Ending Expired Contracts
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that HealthBridge Management LLC, the non-bankrupt manager
of five bankrupt Connecticut nursing homes, can terminate union
contracts even though they already expired by their terms, U.S.
Bankruptcy Judge Donald H. Steckroth from Newark, New Jersey,
ruled in a 46-page opinion on Feb. 3.

According to the report, in allowing HealthBridge to reduce wages
and modify benefits, Judge Steckroth disagreed with U.S.
Bankruptcy Judge Robert Drain in New York, who concluded in June
2012 that the power to terminate a collective bargaining agreement
ends when the contract expires.

The nursing homes went into Chapter 11 in February 2013, blaming
financial problems on the union contracts, the report related.
The homes had been unable to obtain relief from the contracts
despite protracted litigation with the union and the National
Labor Relations Board, involving a lawsuit in federal district
court in Connecticut and the U.S. Court of Appeals in Manhattan.

Judge Steckroth concluded that the homes are entitled to impose
new terms of employment because sticking with the contract would
result in an immediate liquidation, the report said.  He said the
"only alternative" was to accept the company's offer, which
entailed more than $7 million in concessions over several years.

Judge Steckroth said courts are split on the question of whether
expired union contract can be terminated using bankruptcy powers,
the report further related.  He cited decisions like Judge Drain's
as adhering to what those courts see as the plain meaning of the
statute.

          About 710 Long Ridge Road Operating Company II

710 Long Ridge Road Operating Company II, LLC and four affiliates
own sub-acute and long-term nursing care facilities for the
elderly in Connecticut.  The facilities, which are managed by
HealthBridge Management LLC, are Long Ridge of Stamford, Newington
Health Care Center, Westport Health Care Center, West River Health
Care Center, and Danbury Health Care Center.

710 Long Ridge Road Operating Company II and its affiliates sought
Chapter 11 protection (Bankr. D.N.J. Case Nos. 13-13653 to 13-
13657) on Feb. 24, 2013, to modify their collective bargaining
agreements with the New England Health Care Employees Union,
District 1199, SEIU.

The Debtors owe $18.9 million to M&T Bank and $7.99 million on
loans from the U.S. Department of Housing and Urban Development
Federal Housing Administration.

Michael D. Sirota, Esq., Gerald Gline, Esq., David Bass, Esq., and
Ryan T. Jareck, Esq., serve as counsel to the Debtors.  Logan &
Company, Inc. is the claims and notice agent.  Alvarez & Marsal
Healthcare Industry Group, LLC, is the financial advisor.

Porzio, Bromberg & Newman, P.C.'s Robert M. Schechter, Esq., and
Rachel Segall, Esq., represents the Official Committee of
Unsecured Creditors.  The Committee retained EisnerAmper LLP as
accountant.

Levy Ratner's Suzanne Hepner, Esq., and Ryan J. Barbur, Esq. --
shepner@levyratner.com and Rbarbur@lrbpc.com -- represent the New
England Health Care Workers, District 1199 SEIU.

Abby Propis Simms, Esq., Julie L. Kaufman, Esq., Nancy E. Kessler
Platt, Esq., Dawn L. Goldstein, Esq., Paul Thomas, Esq., and John
McGrath, Esq., at the National Labor Relations Board Special
Litigation Branch in Washington, D.C., argue for the National
Labor Relations Board.


ALERIS INTERNATIONAL: Moody's Review B1 CFR for Possible Downgrade
------------------------------------------------------------------
Moody's Investors Service placed Aleris International Inc.'s B1
corporate family rating, B1-PD probability of default rating and
B2 senior unsecured secured debt rating under review for possible
downgrade. The review follows Aleris' announcement on February 10,
2014 that the company has signed a definitive agreement to acquire
Nichols Aluminum, LLC ("Nichols"), a wholly owned subsidiary of
Quanex Building Products Corporation, for approximately $110
million in cash.

Nichols is a producer of aluminum sheet for the transportation,
building and construction, machinery and equipment, consumer
durables, and electrical industries in North America. The
acquisition includes Nichols' facilities in Iowa, Alabama and
Illinois.

Ratings Rationale

The review for downgrade reflects the uncertainty over the impact
of the final terms of the acquisition on Aleris' balance sheet.
Given the company's limited cash balances of approximately $71
million at September 30, 2013, we believe that the transaction
could potentially be funded entirely or partially with additional
debt and likely to result in higher net leverage for the company.
The review also reflects Moody's view that Aleris' operating
performance will remain challenged by continuing weakness and slow
recovery within the company's major end markets, notably the US
and Europe. Furthermore, limited availability and high prices of
aluminum scrap, a key input for Aleris' products, have weighed
down on margins.

According to announcements by Quanex, Nichols reported operating
losses of $996,000 and $17.1 million in its fiscal years 2013 and
2012, respectively. Therefore, Moody's anticipate that any
benefits from the Nichols acquisition, if successfully integrated
into Aleris' operations, will require some time to be realized.
When taken together with the company's high debt balances, these
factors indicate that Aleris' credit metrics will remain weak over
the foreseeable time horizon and that a return to credit metrics
that are more appropriate for a B1 rating within the medium term
has become increasingly unlikely. For the 12 months ending
September 30, 2013, key metrics such as debt-to-EBITDA and EBIT-
to-interest (including Moody's standard accounting adjustments)
were approximately 6.4 times and 0.9 times, respectively -- levels
that Moody's has indicated would exert downward pressure on
Aleris' ratings.

The review will focus on the final terms of the Nichols
acquisition, how the transaction will be funded, the level and
timing of earnings generation that can be expected from Nichols,
and the potential for Aleris to evidence improved performance with
respect to volumes, profit margins, and operating and free cash
flow generation capability and whether credit metrics over the
next 12 to 18 months could improve to and be sustained at levels
that are appropriate for a B1 rating.

The principal methodology used in this rating was the Global Steel
Industry published in October 2012. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Headquartered in Beachwood, Ohio, Aleris International Inc. is a
global manufacturer of aluminum products, serving primarily the
aerospace, automotive and other transportation industries,
building and construction, containers, packaging and metal
distribution industries. For the twelve months ended September 30,
2013, Aleris generated revenues of $4.3 billion. The company's
shares are majority owned by investment funds managed by Oaktree
Capital Management, L.P. (who holds the majority position),
affiliates of Apollo Management L.P., and Sankaty Advisors, LLC.


ALERIS INTERNATIONAL: S&P Puts 'B' CCR on CreditWatch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'B'
corporate credit rating on Beachwood, Ohio-based Aleris
International Inc. on CreditWatch with negative implications.

The CreditWatch placement is based on Aleris' announcement that it
signed a definitive agreement to acquire Nichols Aluminum LLC, a
wholly owned subsidiary of Quanex Building Products Corp.  The
company has agreed to pay $110 million in an all-cash transaction.
The transaction is expected to close following receipt of
customary regulatory approvals.

Nichols produces flat-rolled aluminum sheet products across North
America and would become part of Aleris' Rolled Products North
America segment.

"In resolving the CreditWatch, we will evaluate how liquidity and
cash flow measures may be affected over the next year," said
Standard & Poor's credit analyst Chiza Vitta.  "We will consider
this alongside various factors, including the contemplated
acquisition and the wider operating environment.  We expect to
resolve the CreditWatch within three months. Likely outcomes
include an affirmation of existing ratings or a one-notch
downgrade."


AMERICAN CAPITAL: S&P Rates Proposed $450MM Sr. Secured Debt 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
senior secured debt rating on American Capital Ltd.'s (ACAS)
proposed $450 million term loan maturing in August 2017.
Additionally, S&P is assigning its 'BB-' senior secured debt
rating to the company's existing $250 million revolver maturing in
August 2016, which S&P expects to remain undrawn.  S&P's long-term
issuer credit rating on ACAS remains 'BB-'.  The outlook is
stable.

ACAS intends to use the proceeds of the proposed term loan to
repay its existing $450 million term loan, which it entered into
in August 2012 and amended in August 2013.  The proposed
refinancing is expected to include changes to the pricing terms to
reflect more favorable current market conditions, a one-year
maturity date extension to 2017, and a six-month extension of the
call protection period for lenders from the effective date.  S&P
expects the total debt to remain unchanged at $800 million
(including the company's $350 million senior unsecured notes due
2018).  S&P expects a pro forma debt-to-equity ratio of 0.15x and
a debt-to-adjusted total equity ratio of 0.18x as of Dec. 31,
2013, which S&P views as strong compared with most other business
development companies S&P rates.  The company would realize
immaterial--less than $4.0 million--annual interest savings under
the proposed new pricing.

During 2013, ACAS generated approximately $133 million of revenue
from funds management (which primarily is in the form of dividends
or fee income), which represented 27% of its total revenue.  This
percentage is up significantly from 15.9% in 2012 and 8.6% in
2011. ACAS's investment portfolio was $5.1 billion as of Dec. 31,
2013, consisting of a $3.1 billion private finance portfolio
(senior and mezzanine debt investments, as well as equity
investments in privately held, midmarket companies), a
$870 million investment in American Capital Asset Management
(ACAM), a $841 million investment in European Capital (ECAS), and
$276 million in structured products.  S&P raised its counterparty
credit and senior secured debt ratings on ACAS to 'BB-' from 'B+'
on Aug. 7, 2013, reflecting its view that the firm would continue
to improve its business risk profile as a hybrid with both on-
balance-sheet investments and increasing fee income from managing
third-party funds.

RATINGS LIST

American Capital Ltd.
Counterparty Credit Rating                     BB-/Stable

New Rating
American Capital Ltd.
$450 mil. senior secured term loan due 2017    BB-
$250 mil. senior secured revolver due 2016     BB-


APTEAN INC: Moody's Assigns B3 Corp Family Rating; Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating to
first time issuer Aptean, Inc., B3-PD probability of default
rating, B2 ratings to its proposed first lien debt facilities and
Caa2 to its proposed second lien facility. The debt is being used
to refinance existing debt and fund a dividend to private equity
owners, Vista Equity Partners. The ratings outlook is stable.

Ratings Rationale

The B3 corporate family rating reflects Aptean's high leverage
while still in the midst of turning around operations. Leverage at
closing is approximately 5.6x based on preliminary December 31,
2013 results, pro forma for the transaction and excluding certain
restructuring charges; including the restructuring and related
charges, leverage is approximately 7x. The owners are taking out a
small dividend and refinancing a Vista guaranteed loan as well as
bank debt. Though there are early signs the company is at a
transition point in its turnaround, the debt load is considered
more characteristic of a B3 rating until sustained evidence of the
turnaround materializes.

Revenues have declined over the last several years including year
over year declines in each of the quarters in 2013. There are
early indications of stabilizing however, as the license sales
pipeline has increased materially over a similar period last year.
Vista has led a significant restructuring of Aptean (which is a
combination of the 2012 CDC Software and Consona acquisitions)
resulting in a materially lower cost base and significantly
improved margins and run-rate EBITDA, though maintenance and
license revenue remain well below historic periods. Free cash flow
was also weak in 2013 but should improve as restructuring
expenditures wind down. The company has developed good niches
catering to ERP, CRM and supply chain software needs of small to
mid-size discrete manufacturers, food and beverage providers and
financial institutions. However, the niches are small and market
share data is not available to confirm the strength of their
position.

The ratings could be upgraded if license and maintenance revenue
stabilize and free cash flow (as defined by cash flow from
operations less capex) is on track to exceed $30 million annually.
The ratings could be downgraded if free cash flow is negative on
other than a normal seasonal basis or if leverage exceeds 7.5x
while revenues continue to decline.

Liquidity is good based on the expectation of $38 million of cash
at closing, over $25 million in free cash flow over the next year
and an undrawn $25 million revolver.

The following ratings were assigned:

Assignments:

Issuer: Aptean

  Probability of Default Rating, Assigned B3-PD

  Corporate Family Rating, Assigned B3

  US$25M Senior Secured Bank Credit Facility, Assigned B2, LGD3,
  37 %

  US$315M Senior Secured Bank Credit Facility, Assigned B2, LGD3,
  37 %

  US$100M Second Lien Senior Secured Bank Credit Facility,
  Assigned Caa2, LGD5, 88 %

Outlook, Assigned Stable

The principal methodology used in this rating was Global Software
Industry published in October 2012. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Aptean is a provider of enterprise software to small to medium
sized businesses. The company, headquartered in Atlanta, GA had an
estimated $260 million in sales in 2013.



ARAMARK CORP: Moody's Assigns 'B1' Rating on Sr. Secured Loans
--------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to ARAMARK
Corporation's proposed senior secured revolving credit facilities
due 2019 and term loans due in 2019 and 2021. The ratings on the
existing senior secured revolving credit facilities due 2017, term
loan C due 2016, and term loan D due 2019 will be withdrawn upon
completion of the refinancing.

ARAMARK is refinancing its existing senior secured debt to reduce
interest expense and extend maturities.

Assignments:

Issuer: ARAMARK Corporation

CAD95 Million Senior Secured Bank Credit Facility due 2021,
Assigned B1, LGD3, 45 %

GBP115 Million Senior Secured Bank Credit Facility due 2021,
Assigned B1, LGD3, 45 %

US$2.15 Billion Senior Secured Bank Credit Facility due 2021,
Assigned B1, LGD3, 45 %

JPY5.042 Billion Senior Secured Bank Credit Facility due 2021,
Assigned B1, LGD3, 45 %

US$1.4 Billion Senior Secured Bank Credit Facility, due 2019
Assigned B1, LGD3, 45 %

US$730 Million Senior Secured Bank Credit Facility, due 2019
Assigned B1, LGD3, 45 %

EUR110 Million Senior Secured Bank Credit Facility, due 2021
Assigned B1 , LGD3, 45 %

Ratings Rationale

"Cash flow will remain close to its pre-IPO levels as the interest
savings from both the lower debt balances following the December
2013 IPO and the currently proposed repricing transaction combined
approximates expected annual cash dividends to shareholders," said
Edmond DeForest, Moody's Senior Analyst.

The principal methodology used in this rating was Global Business
& Consumer Service Industry Rating Methodology published in
October 2010.

ARAMARK is a provider of food and related services to a broad
range of institutions and the second largest uniform and career
apparel business in the United States. ARAMARK is owned by public
shareholders and a consortium of affiliates of private equity
sponsors (GS Capital Partners, CCMP Capital Advisors, J.P. Morgan
Partners, Thomas H. Lee Partners and Warburg Pincus) and the
company's management team. Moody's expects fiscal 2014 revenue of
over $14.4 billion.


ARAMARK CORP: S&P Affirms 'BB' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
'BBB-' rating to Philadelphia-based ARAMARK Corp.'s proposed
up-to-$4.75 billion senior secured credit facilities maturing
between 2019 and 2021.  The recovery rating on the proposed senior
secured credit facilities is '1', indicating that lenders could
expect very high (90% to 100%) recovery in the event of a payment
default.

All of S&P's existing ratings on the company, including the 'BB'
corporate credit rating, are unchanged.  The outlook is stable.
Pro forma for the proposed transaction, total debt outstanding is
about $5.7 billion.

S&P expects the proceeds from the food and support service
operator's proposed credit facilities to be used primarily to
repay existing bank debt.  The ratings are subject to change and
assume the transaction closes on substantially the terms presented
to S&P.

The ratings on ARAMARK Holdings Corp., the ultimate parent company
of ARAMARK Corp., reflect S&P's view that the company will
maintain an "aggressive" financial risk profile, including
leverage between 4x-5x and the ratio of funds from operations
(FFO) to total debt between 12%-20%.  S&P expects ARAMARK to
exercise more moderate financial policies as a publicly traded
company, notwithstanding its majority ownership by a group of
private equity firms and the potential for strategic acquisition
activity.

S&P continues to assess ARAMARK's business risk profile as
"satisfactory" based on its leading (though not dominant) position
in the competitive and fragmented food and support services
market, high proportion of sales generated from customers in
economically less-sensitive segments, well-diversified presence
across North America, and high client retention rates.

RATINGS LIST

ARAMARK Corp.
ARAMARK Holdings Corp.
Corporate Credit Rating                BB/Stable/--

New Rating

ARAMARK Corp.
Senior Secured
  $680M extended revolver due 2019      BBB-
   Recovery Rating                      1
  $1.4B term E loan due 2019            BBB-
   Recovery Rating                      1
  $40M nonextended revolver due 2015    BBB-
   Recovery Rating                      1
  $2.15B term F loan due 2021           BBB-
   Recovery Rating                      1
  JPY5.04B term C loan due 2021           BBB-
   Recovery Rating                      1

ARAMARK Corp.
ARAMARK Canada Ltd.
  $50M CAD revolver due 2019            BBB-
   Recovery Rating                      1

ARAMARK Canada Ltd.
Senior Secured
  CAD95M term C loan due 2021           BBB-
   Recovery Rating                      1

ARAMARK Investments Limited
Senior Secured
  oe115M term C loan due 2021            BBB-
   Recovery Rating                      1

ARAMARK Ireland Holdings Ltd
Senior Secured
  EUR110M term C loan due 2021          BBB-
   Recovery Rating                      1


ARCH CAPITAL: Closes $253-Mil. Buy of U.S. Insurance Companies
--------------------------------------------------------------
Law360 reported that U.S. subsidiaries of Arch Capital Group Ltd.
have closed on an acquisition of CMG Mortgage Insurance Co. and
the mortgage insurance operating platform of PMI Mortgage
Insurance Co., the company said.

According to the report, the deal enables Arch U.S. MI, an Arch
Capital U.S. subsidiary, to enter into the U.S. mortgage insurance
marketplace, as well as providing it with mortgage insurance
licenses across the U.S., the company said. Under the deal, CMG MI
will be renamed "Arch Mortgage Insurance Co.," the report related.


ASPEN DENTAL: Moody's Rates $370MM Loans 'B2' & Affirms 'B2' CFR
----------------------------------------------------------------
Moody's Investors Service assigned a B2 (LGD 3, 44%) rating to
Aspen Dental Management Inc.'s proposed senior secured credit
facilities, including a $40 million senior secured revolving
credit facility and a $330 million senior secured term loan B.
Aspen's B2 Corporate Family Rating and B2-PD Probability of
Default Rating remain unchanged. The rating outlook is stable. The
proceeds from the proposed credit facilities will be used
primarily to refinance outstanding debt under the company's
existing credit facilities, add balance sheet cash, and pay fees
and expenses associated with the transaction. Moody's will
withdraw the ratings on the existing facility upon closing of the
transaction.

Moody's expect the refinancing transaction to improve the
company's liquidity profile, due to the extension of debt
maturities, increased availability under the revolving credit
facility, and cash flow savings of roughly $3 million per year due
to reduced interest expense. In addition, Moody's expect the
transaction to provide greater flexibility and headroom under
financial covenants.

Aspen Dental Management, Inc.:

Ratings assigned:

  $40 million proposed senior secured revolving credit facility,
  at B2 (LGD 3, 44%)

  $330 million proposed senior secured first lien term loan B, at
  B2 (LGD 3, 44%)

Ratings unchanged:

  Corporate Family Rating, B2

  Probability of Default Rating, B2-PD

  $35 million senior secured revolving credit facility due 2016,
  B2 (LGD 3, 45%)

  $320 million senior secured term loan due 2016, B2 (LGD 3, 45%)

The rating outlook is stable.

The ratings are subject to review of final documentation.

Ratings Rationale

Aspen's B2 Corporate Family Rating reflects the company's
relatively small size, high financial leverage, and weak interest
coverage relative to other single-B rated companies. The company's
rating is further constrained by its aggressive de novo growth
strategy, which Moody's expect will constrain profitability
margins and free cash flow. However, the rating is supported by
the company's flexibility to reduce de novo growth if necessary,
and its ability to then generate positive free cash flow that
could be used to reduce debt. The credit profile also benefits
from the large population of people that are underserved in terms
of access to dental care, which Moody's believe supports Aspen's
growth prospects. However, a risk to Aspen's growth profile
remains in the company's high proportion of self-pay revenues, as
Aspen's patients typically are responsible for a large portion of
their bill and rely heavily on third party financing arrangements
to pay for services. Aspen is therefore exposed to changes in
consumer spending and credit availability trends. The ratings are
also constrained by regulatory and legal risks associated with the
company's business model, including an outstanding class action
complaint filed in October 2012.

The stable rating outlook incorporates our expectation that the
company's de novo growth strategy will continue to be financed by
internally-generated cash flow.

The ratings could be downgraded if Aspen were to face an
escalation of regulatory or legal risk, including the pending
class action complaint. As Moody's views good equity cushion as a
key support for the ratings, shareholder friendly initiatives of
significance, such as dividends, could also cause the ratings to
be downgraded. From a credit metrics perspective, the ratings
could be downgraded if adjusted debt to EBITDA were to rise above
6.0 times or free cash flow were to turn negative.

An upgrade of the ratings over the near-term is unlikely due to
the company's high financial leverage and aggressive financial
policies. In addition, Moody's expects Aspen's aggressive de novo
growth strategy to constrain free cash flow and debt repayment.
However, if over time, the company were to demonstrate stable same
store sales growth such that adjusted leverage were to be
sustained below 4.0 times and free cash flow to debt were to
exceed 10%, Moody's could upgrade the ratings.

The principal methodology used in this rating was the Global
Business & Consumer Service Industry Rating Methodology published
in October 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Headquartered in East Syracuse, New York, Aspen Dental Management,
Inc. provides business support services to Aspen Dental branded
dental practices owned by professional corporations ("PC"). The
company is privately-held by PE firms Leonard Green & Partners and
Ares Capital. Aspen affiliates with its dentists through two
models: the Large Group Practice model and the practice ownership
program ("POP"). Under the Large Group Practice model (roughly 50%
of offices), dentists are at-will employees of the PCs, where the
PCs own the medical records, patient lists, and operating records.
Under the POP model (roughly 50% of offices), dentists purchase
the medical records from the PC to own their own smaller practice.
The company's audited financials do not consolidate the POP
practices. As of September 30, 2013, excluding POP offices, the
company generated net revenues of approximately $491 million,
while the consolidated revenues for all dental offices, including
POP offices, was approximately $645 million for the same period.


ASR CONSTRUCTORS: Rodgers Anderson Approved as Accountant
---------------------------------------------------------
The Bankruptcy Court authorized Another Meridian Company LLC and
Inland Machinery, Inc., debtor-affiliates of ASR Constructors,
Inc., to employ Rodgers, Anderson, Malody & Scott LLP CPAs as
accountant.

The Court's Order provides that:

   1. On the condition that the firm waives its prepetition
      claim(s) against the bankruptcy estate of ASR Constructors,
      the Court finds that the firm holds no interest adverse to
      the Meridian or Inland or their respective bankruptcy
      estates, and the Debtors are authorized, pursuant to
      Bankruptcy Code Sections 327 and 330, and Federal Rule
      of Bankruptcy Procedure 2014(a), to employ the firm in
      their bankruptcy cases as their accountant.

   2. The Debtors are authorized to place in the firm's trust
      account, on a monthly basis, 80% of the amount of the
      firm's monthly fees and 100 percent of the monthly expenses
      as they are incurred, absent objection within 10 days of
      the date of service of the monthly professional fee
      statement.

   3. The firm is authorized to withdraw funds which may be
      received by the firm from the Debtors and held in the
      firm's client trust account, provided that the firm
      complies with the provisions of the professional fee
      statement procedures.

As reported in the Troubled Company Reporter on Dec. 30, 2013,
Another Meridian and Inland Machinery need Rogers Anderson to:

   (a) prepare the Debtors' annual federal and state income tax
       returns and if necessary, assist the Debtor in resolution
       of tax matters;

   (b) assist the Debtors in the preparation of quarterly
       financial statements as necessary in the ordinary course of
       the Debtors' financial affairs;

   (c) provide the Debtors with accounting consulting services as
       necessary in the ordinary course of the Debtors' financial
       affairs; and

   (d) perform any and all other accounting, tax and business
       advice and services incident and necessary as the Debtor
       may require of the Firm in ordinary course of the Debtors'
       financial affairs.

Rogers Anderson will be paid at these hourly rates:

       Matthew Wilson              $240
       Jenny Liu                   $200
       Maya Ivanova                $145
       Daniel Turner               $100

Rogers Anderson will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Matthew Wilson, member of Rogers Anderson, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

                      About ASR Constructors

ASR Constructors, Inc., filed a Chapter 11 petition (Bankr. C.D.
Cal. Case No. 13-25794) on Sept. 20, 2013.  The petition was
signed by Alan Regotti as president.  The Debtor disclosed
$17,647,556 in assets and $18,901,467 in liabilities as of the
Chapter 11 filing.  Judge Mark D. Houle presides over the case.
Lawyers at Shulman Hodges & Bastian, LLP, led by James C Bastian,
Jr., Esq., serve as the Debtor's counsel.


ASR CONSTRUCTORS: Shulman Hodges Approved as Bankruptcy Counsel
---------------------------------------------------------------
The Bankruptcy Court authorized ASR Constructors Inc., et al., to
employ Shulman Hodges & Bastian LLP as general bankruptcy counsel.

As reported in the Troubled Company Reported on Dec. 19, 2013, the
firm will, among other things, provide these services:

1. advise the Debtors with respect to their rights, powers,
   duties and obligations as debtors in possession in the
   administration of their cases, the management of their business
   affairs and the management of their property.

2. advise and assist the Debtors with respect to compliance
   with the requirements of the Office of the United States
   Trustee.

3. advise the Debtors regarding matters of bankruptcy law,
   including the rights and remedies of the Debtors with respect
   to its assets and with respect to the claims of creditors.

James C. Bastian, Jr., attests that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

The firm's rates are:

      Attorneys                    Rates
      ---------                    -----
      Leonard M. Shulman           $525
      Ronald S. Hodges             $525
      James C. Bastian, Jr.        $525
      Mark Bradshaw                $495
      J. Ronald Ignatuk            $495
      John Mark Jennings           $495
      Gary A. Pemberton            $495
      Michael J. Petersen          $495
      Lynda T. Bui                 $425
      Franklin J. Contreras        $425
      Robert Huttenhoff            $425
      Paul S. Ocampo               $400
      Samuel J. Romero             $400
      Brian L. Bloom               $375
      Melissa Davis Lowe           $375
      Kiara W. Gebhart             $350
      Rika M. Kido                 $300
      Ryan O'Dea                   $250

      Paralegals                   Rates
      ----------                   -----
      Lorre E. Clapp               $195
      Pamela G. Little             $195
      Erlanna L. Lohayza           $195
      Patricia A. Britton          $185
      Melanie G. Rodgers           $185
      Steve P. Swartzell           $175
      Anne Marie Vernon            $175
      Tammy Walsworth              $175
      Arland Udo                   $150
      Tonia Mann-Wooten            $125

      Of Counsel                   Rates
      ----------                   -----
      A. Lavar Taylor              $525
      Donald R. Kurtz              $525
      Gregory J. Anderson          $450

                      About ASR Constructors

ASR Constructors, Inc., filed a Chapter 11 petition (Bankr. C.D.
Cal. Case No. 13-25794) on Sept. 20, 2013.  The petition was
signed by Alan Regotti as president.  The Debtor disclosed
$17,647,556 in assets and $18,901,467 in liabilities as of the
Chapter 11 filing.  Judge Mark D. Houle presides over the case.
Lawyers at Shulman Hodges & Bastian, LLP, led by James C Bastian,
Jr., Esq., serve as the Debtor's counsel.


BANKUNITED FINANCIAL: Asks Supreme Court to Hear Tax Refund Case
----------------------------------------------------------------
Law360 reported that BankUnited Financial Corp. has asked the U.S.
Supreme Court to review its case claiming the Eleventh Circuit
created an illegal $500 million tax controversy when it ordered
the company to forward refunds from a consolidated tax return to
the Federal Deposit Insurance Corp. as receiver for distribution
to its subsidiaries.

According to the report, BankUnited is hoping the high court will
review the August decision by the Eleventh Circuit, which reversed
a Florida bankruptcy court's decision to allow BankUnited to keep
the refunds as assets for its bankruptcy estate.

                     About BankUnited Financial

BankUnited Financial Corp. (OTC Ticker Symbol: BKUNQ) --
http://www.bankunited.com/-- was the holding company for
BankUnited FSB, the largest banking institution headquartered in
Coral Gables, Florida.  On May 21, 2009, BankUnited FSB was closed
by regulators and the Federal Deposit Insurance Corporation
facilitated a sale of the bank to a management team headed by John
Kanas, a veteran of the banking industry and former head of North
Fork Bank, and a group of investors that include W.L. Ross & Co.,
Blackstone Group, Carlyle and Centerbridge.  The new owners
installed Mr. Kanas as CEO and he sought to revamp BankUnited as a
commercial lender in south Florida.

BankUnited Financial and its affiliates filed for Chapter 11
protection (Bankr. S.D. Fla. Lead Case No. 09-19940) on May 22,
2009.  Stephen P. Drobny, Esq., and Peter Levitt, Esq., at Shutts
& Bowen LLP; Mark D. Bloom, Esq., and Scott M. Grossman, Esq., at
Greenberg Traurig, LLP; and Michael C. Sontag, at Camner, Lipsitz,
P.A., represent the Debtors as counsel.  Corali Lopez-Castro,
Esq., David Samole, Esq., at Kozyak Tropin & Throckmorton, P.A.;
and Todd C. Meyers, Esq., at Kilpatrick Stockton LLP, serve as
counsel to the official committee of unsecured creditors.

The banking unit had assets of $12.8 billion and deposits of $8.6
billion as of May 2, 2009.  The holding company, in its bankruptcy
petition, disclosed $37,729,520 in assets against $559,740,185 in
debts.  Aside from those assets, BankUnited said a "valuable"
asset is its $3.6 billion net operating loss carryforward.

Wilmington Trust Co., U.S. Bank, N.A., and the Bank of New York
were listed among the company's largest unsecured creditors in
their roles as trustees for security issues.  BankUnited estimated
the Bank of New York claim tied to convertible securities at
$184 million.  U.S. Bank and Wilmington Trust are owed
$120 million and $118.171 million on account of senior notes.

The Fourth Amended Joint Plan of Liquidation proposed by the
Official Committee of Unsecured Creditors of BankUnited Financial
became effective on March 9, 2012.


BARRINGTON BROADCASTING: S&P Withdraws B+ Sr. Secured Debt Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew all ratings on
Barrington Broadcasting LLC at the issuer's request.  Sinclair
Broadcasting acquired the company, and all debt at Barrington was
subsequently repaid in November 2013.

RATINGS LIST

Ratings Withdrawn
                                        To           From
Barrington Broadcasting LLC
Corporate Credit Rating                NR           B+/Stable/--

Barrington Broadcasting Group LLC
Senior Secured                         NR           B+
  Recovery Rating                       NR           3


BELDEN INC: Grass Valley Deal No Impact on Moody's 'Ba1' CFR
------------------------------------------------------------
Moody's says Belden Inc.'s agreement to acquire broadcast
equipment provider Grass Valley does not impact its ratings
including its Ba1 corporate family rating though leverage levels
remain high for the rating.


BRIGHTSTAR CORP: S&P Raises CCR to 'BB' & Removes From CreditWatch
------------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on Miami-based Brightstar Corp. to 'BB'
from 'BB-' and removed it from CreditWatch, where S&P had placed
it with positive implications on Oct. 21, 2013.  The outlook is
stable.

S&P also raised the issue ratings on Brightstar's senior unsecured
debt to 'BB+' from 'B+ (equalizing the ratings on Brightstar's
senior unsecured debt with the ratings on SoftBank Corp.'s senior
unsecured debt).  S&P withdrew its recovery rating on this debt
because it do not assign recovery ratings to the debt of Japanese
companies.

"We base our upgrade primarily on the significant value of
SoftBank's ownership position in Brightstar and SoftBank's
guarantee of Brightstar's senior unsecured debt," said Standard &
Poor's credit analyst Katarzyna Nolan.

S&P views Brightstar as "moderately strategic" to SoftBank and it
believes it is likely that SoftBank would provide some degree of
credit support to Brightstar if necessary.  However, S&P do not
view Brightstar as a core operation of SoftBank, even though it
expects both parties to benefit from an ongoing relationship
including distribution and diversified services.

S&P views the industry risk as "intermediate" and the country risk
as "intermediate".

The stable outlook reflects improved pro-forma leverage, following
the repayment of all existing preferred stock, which S&P treated
as 50% debt.

S&P would lower the rating if Brightstar's profitability declines,
either because of an unsuccessful business transition following
the acquisition by SoftBank, or increased competition resulting in
customer churn and pricing pressure such that leverage is
sustained above 4.5x.

S&P would raise the rating if consistent operating improvement and
debt reduction results in FFO to adjusted debt sustained in the
30% area, and adjusted debt to EBITDA sustained below 3x.


BUFFET PARTNERS: Section 341(a) Meeting Scheduled for March 7
-------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Buffet Partners,
L.P., and Buffet G.P., Inc., will be held on March 7, 2014, at
11:00 a.m. at Dallas, Room 976.  Creditors have until June 5,
2014, to submit their proofs of claim.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                       About Buffet Partners

Buffet Partners, L.P ., d/b/a as Furr's Fresh Buffet, together
with its affiliate Buffet G.P., Inc., filed Chapter 11 bankruptcy
petitions (Bankr. N.D. Tex. Case Nos. 14-30699 and 14-30704) on
Feb. 4, 2014.  The petitions were signed by Barry M. Barron, Sr.,
chief executive officer of general partner.  Buffet Partners,
L.P., estimated assets and debts of at least $10 million.  Baker &
McKenzie LLP serve as the Debtors' counsel.

Furr's Fresh Buffet -- http://www.furrs.net-- is a well-
recognized, value-oriented restaurant chain with 29 restaurants in
Arizona, Arkansas, New Mexico, Oklahoma and Texas.  With a rich,
65+ year operating history and strong brand awareness, Furr's
operates straight-line and scatter-bar buffet units that feature a
wide variety of "all-you-can-eat," "home-cooked," high quality
foods served with personalized service at an affordable price.

The Company enjoys a unique competitive advantage through its
Dynamic Foods division, a fully integrated food processing,
manufacturing, warehousing and distribution operation centrally
located in Lubbock, Texas, that services Furr's restaurants and a
host of external customers.


C&K MARKET: Amends Schedules of Assets and Liabilities
------------------------------------------------------
C & K Market, Inc., on Jan. 22 filed with the U.S. Bankruptcy
Court for the District of Oregon its first amended schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------           ------------      -----------
  A. Real Property               $42,635,000
  B. Personal Property          $115,061,920
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $37,847,682
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $1,202,819
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $62,575,980
                                ------------     ------------
        TOTAL                   $157,696,920     $101,626,481

A copy of the amended schedules is available for free at:

     http://bankrupt.com/misc/C_KMARKETamendedsal.pdf

                         About C&K Market

C&K Market Inc., a 57 year-old grocery store chain, sought
bankruptcy protection from creditors with a plan to sell or close
some of its stores, on Nov. 19, 2013 (Bankr. D. Ore. Case No.
13-64561).  The case is assigned to Judge Frank R. Alley, III.

C&K Market scheduled $157,696,921 in total assets and $101,604,234
in total liabilities.

The Debtor is represented by Albert N. Kennedy, Esq., Timothy J.
Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq.,
at Tonkon Torp LLP, in Portland, Oregon.  Edward Hostmann has been
tapped as chief restructuring officer, and The Food Partners, LLC,
serves as the Debtor's financial advisor.  Kieckhafer Schiffer &
Company LLP serves as advisors and consultants to communicate with
lenders, brokers, attorneys and other professionals.  Henderson
Bennington Moshofsky, P.C., serves as accountants.  Watkinson
Laird Rubenstein Baldwin & Burgess PC serves as labor counsel.
The Debtor hired Great American Group, LLC, to conduct store
closing sales.

An Official Committee of Unsecured Creditors appointed in the
Debtor's case has retained Scott L. Hazan, Esq., David M. Posner,
Esq., and Jenette A. Barrow-Bosshart, Esq., at Otterbourg P.C. as
lead co-counsel, and Tara J. Schleicher, Esq., at Farleigh Wada
Witt as local co-counsel; and Protiviti, Inc. as financial
consultant.

C&K Market has filed a Chapter 11 plan and accompanying disclosure
statement dated Jan. 31, 2014, which provide that each holder of
an allowed general unsecured claim will receive one share of
common stock of the reorganized debtor in exchange for each $10 of
the holder's allowed general unsecured claim and a subscription
right in the event the Debtor elects to consummate a rights
offering.  The Plan provides for the payment in full on the
Effective Date of all Allowed Administrative Expense Claims,
Priority Tax Claims, Other Priority Claims and the Allowed Secured
Claim of U.S. Bank.  The Plan provides for the payment in full
over time, with interest, of all other Secured Claims.  In
general, Secured Creditors with personal property collateral will
be paid in 60 equal amortizing payments, with interest at 5%, and
Secured Creditors with real property collateral will be paid in 84
equal amortizing payments with interest at 5% based on a 25-year
amortization with a balloon payment in seven years.


C&K MARKET: Court Okays Otterbourg as Committee's Lead Co-Counsel
-----------------------------------------------------------------
The Bankruptcy Court authorized the Official Committee of
Unsecured Creditors in the Chapter 11 case of C&K Market, Inc., to
retain Otterbourg P.C. as lead co-counsel.

The Committee filed a second amended application, wherein it
requested entry of an order pursuant to, inter alia, Sections 328
and 1103(a) of the Bankruptcy Code: (i) authorizing the retention
of Otterbourg as lead co-counsel to the Committee, effective as of
Dec. 3, 2013; and (ii) authorizing Otterbourg to perform for the
Committee the advisory services necessary during the Chapter 11
case.

As reported in the Troubled Company Reporter on Jan. 9, 2014,
Otterbourg will:

   a. assist and advise the Committee in its consultation with
      the Debtor relative to the administration of the case;

   b. attend meetings and negotiate with the representatives
      of the Debtor and other parties in interest; and

   c. assist and advise the Committee in its examination and
      analysis of the conduct of the Debtor's affairs.

Subject to the Court's approval, the Committee has agreed that
Otterbourg will be compensated for its services from assets of the
estate.  The hourly rates charged by Otterbourg, subject to
adjustment, are:

         Partner/Counsel:              $595 - $940
         Associate:                    $275 - $645
         Paralegal:                    $250 - $260

The hourly rates charged by the Otterbourg attorneys and
paraprofessionals assigned to the engagement, subject to
adjustment, are:

   Scott L. Hazan, partner                   $940
   David M. Posner, partner                  $835
   Jenette A. Barrow-Bosshart, partner       $795
   Jessica M. Ward, associate                $555
   Gianfranco Finizio, associate             $425
   Cathleen A. Pellegrino, paraprofessional  $255

Jenette A. Barrow-Bosshart, Esq., assures the Court that the
members and associates of Otterbourg do not have any connection
with the Debtor, its creditors or any other party-in-interest, or
their respective attorneys, that Otterbourg represents no adverse
interest to the Committee which would preclude it from acting as
counsel to the Committee in matters upon which it is to be
engaged.

                         About C&K Market

C&K Market Inc., a 57 year-old grocery store chain, sought
bankruptcy protection from creditors with a plan to sell or close
some of its stores, on Nov. 19, 2013 (Bankr. D. Ore. Case No.
13-64561).  The case is assigned to Judge Frank R. Alley, III.

C&K Market scheduled $157,696,921 in total assets and $101,604,234
in total liabilities.

The Debtor is represented by Albert N. Kennedy, Esq., Timothy J.
Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq.,
at Tonkon Torp LLP, in Portland, Oregon.  Edward Hostmann has been
tapped as chief restructuring officer, and The Food Partners, LLC,
serves as the Debtor's financial advisor.  Kieckhafer Schiffer &
Company LLP serves as advisors and consultants to communicate with
lenders, brokers, attorneys and other professionals.  Henderson
Bennington Moshofsky, P.C., serves as accountants.  Watkinson
Laird Rubenstein Baldwin & Burgess PC serves as labor counsel.
The Debtor hired Great American Group, LLC, to conduct store
closing sales.

An Official Committee of Unsecured Creditors appointed in the
Debtor's case has retained Scott L. Hazan, Esq., David M. Posner,
Esq., and Jenette A. Barrow-Bosshart, Esq., at Otterbourg P.C. as
lead co-counsel, and Tara J. Schleicher, Esq., at Farleigh Wada
Witt as local co-counsel; and Protiviti, Inc. as financial
consultant.

C&K Market has filed a Chapter 11 plan and accompanying disclosure
statement dated Jan. 31, 2014, which provide that each holder of
an allowed general unsecured claim will receive one share of
common stock of the reorganized debtor in exchange for each $10 of
the holder's allowed general unsecured claim and a subscription
right in the event the Debtor elects to consummate a rights
offering.  The Plan provides for the payment in full on the
Effective Date of all Allowed Administrative Expense Claims,
Priority Tax Claims, Other Priority Claims and the Allowed Secured
Claim of U.S. Bank.  The Plan provides for the payment in full
over time, with interest, of all other Secured Claims.  In
general, Secured Creditors with personal property collateral will
be paid in 60 equal amortizing payments, with interest at 5%, and
Secured Creditors with real property collateral will be paid in 84
equal amortizing payments with interest at 5% based on a 25-year
amortization with a balloon payment in seven years.


C&K MARKET: McKittrick Leonard Okayed as Panel's Local Co-Counsel
-----------------------------------------------------------------
The Bankruptcy Court authorized the Official Committee of
Unsecured Creditors in the Chapter 11 case of C&K Market Inc., to
retain McKittrick Leonard LLP as its local co-counsel.

ML LLP is expected to, among other things, assist the Committee in
connection with performance of its duties, functions, and
obligations in the case, including but not limited to working with
the Committee's co-counsel to perform these tasks:

   a. advise and represent the Committee with respect to its
      administration of the case;

   b. review the propriety of liens and claims of creditors and
      to review the potential avoidability of liens and other
      transfers; and

   c. assist the Committee in the analysis of the Debtor's
      schedules of assets and liabilities, statement of financial
      affairs, and monthly financial reports and projections.

The hourly rates of ML LLP's personnel are:

         Peter McKittrick               $395
         Justin Leonard                 $325
         Tonia McCombs                  $225
         Paralegal Support              $150

To the best of the Committee's knowledge, ML LLP does not hold or
represent any interests adverse to the interests of the estate or
of the Debtor.

In a declaration filed together with the firm's application,
Edward Hostmann, Inc. has been engaged as chief restructuring
officer of the Debtor.  The partners of McKittrick Leonard LLP in
their prior respective firms and now as the firm of ML LLP have
been engaged to represent bankruptcy and receivership estates
managed by Edward Hostmann, Inc. from time to time, including most
recently serving as special conflicts counsel for Edward Hostmann,
Inc. in its capacity as Plan Agent under the confirmed Plan of
Liquidation in the Lumber Products bankruptcy case.  These matters
recently concluded. ML LLP also served as lead counsel for the
Unsecured Creditors Committee in the Lumber Products bankruptcy
case and currently serves as counsel for the Committee under the
Plan of Liquidation.

Prior to filing of the Debtor's case, the Debtor and its counsel
Tonkon Torp LLP contacted ML LLP regarding possible representation
of the Debtor's pharmacy affiliate(s).  ML LLP's services were not
necessary and the firm was not engaged.  In the cursory
communications discussing potential representation, ML LLP did not
receive any confidential information regarding the Debtor or its
pharmacy affiliate(s).

In a separate filing, a notice was filed that Peter C. McKittrick,
Esq., and Justin D. Leonard, Esq., at McKittrick Leonard LLP are
substituted as local co-counsel of record for the Committee in
place of Tara J. Schleicher of Farleigh Wada Witt.

                         About C&K Market

C&K Market Inc., a 57 year-old grocery store chain, sought
bankruptcy protection from creditors with a plan to sell or close
some of its stores, on Nov. 19, 2013 (Bankr. D. Ore. Case No.
13-64561).  The case is assigned to Judge Frank R. Alley, III.

C&K Market scheduled $157,696,921 in total assets and $101,604,234
in total liabilities.

The Debtor is represented by Albert N. Kennedy, Esq., Timothy J.
Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq.,
at Tonkon Torp LLP, in Portland, Oregon.  Edward Hostmann has been
tapped as chief restructuring officer, and The Food Partners, LLC,
serves as the Debtor's financial advisor.  Kieckhafer Schiffer &
Company LLP serves as advisors and consultants to communicate with
lenders, brokers, attorneys and other professionals.  Henderson
Bennington Moshofsky, P.C., serves as accountants.  Watkinson
Laird Rubenstein Baldwin & Burgess PC serves as labor counsel.
The Debtor hired Great American Group, LLC, to conduct store
closing sales.

An Official Committee of Unsecured Creditors appointed in the
Debtor's case has retained Scott L. Hazan, Esq., David M. Posner,
Esq., and Jenette A. Barrow-Bosshart, Esq., at Otterbourg P.C. as
lead co-counsel, and Tara J. Schleicher, Esq., at Farleigh Wada
Witt as local co-counsel; and Protiviti, Inc. as financial
consultant.

C&K Market has filed a Chapter 11 plan and accompanying disclosure
statement dated Jan. 31, 2014, which provide that each holder of
an allowed general unsecured claim will receive one share of
common stock of the reorganized debtor in exchange for each $10 of
the holder's allowed general unsecured claim and a subscription
right in the event the Debtor elects to consummate a rights
offering.  The Plan provides for the payment in full on the
Effective Date of all Allowed Administrative Expense Claims,
Priority Tax Claims, Other Priority Claims and the Allowed Secured
Claim of U.S. Bank.  The Plan provides for the payment in full
over time, with interest, of all other Secured Claims.  In
general, Secured Creditors with personal property collateral will
be paid in 60 equal amortizing payments, with interest at 5%, and
Secured Creditors with real property collateral will be paid in 84
equal amortizing payments with interest at 5% based on a 25-year
amortization with a balloon payment in seven years.


CASA CASUARINA: Disclosure Statement Hearing Today
--------------------------------------------------
The U.S. Bankruptcy Court will hold a hearing today, Feb. 13,
2014, at 1:30 p.m., to consider approval of the disclosure
statement filed in support of Casa Casuarina, LLC's plan of
reorganization.

The Plan proposes to pay creditors of the Debtor in full on the
Effective Date.  The Plan provides for one class of priority
unsecured claims, one class of secured claims, one class of
general unsecured claims; and one class of equity security
holders.  Unsecured creditors holding allowed claims will receive
distributions which pay 100% of their claims.  The Plan also
provides for the payment of administrative and priority claims.

The Debtor owned a property at 1116 Ocean Drive, Miami Beach,
Fla., formerly known as the Versace Mansion.  Due to various
financial and legal issues, the Debtor filed this bankruptcy
proceeding.  Pursuant to a Court Order, the Property was sold at
an auction conducted on September 17, 2013, and a final sale
hearing was held on September 18, 2013.  On September 25, 2013,
the Court entered an order approving the sale to VM South Beach
LLC for $41.5 Million.  On October 10, 2013, the sale of the
Property closed, netting $5,544,173.88 in Net Proceeds which will
be used to fund the Plan.

As of the Bar Date, there was a total of $11,100 in Class 1
Priority Unsecured claims, $18,000 in Class 2 Secured claims and
$10,996,971.91 in Class 3 General Unsecured claims.

The vast majority of those amounts, however, include the disputed
claim of 1116 Ocean Drive LLC, in the amount of $10,000,000.  The
Debtor disputes the entitlement of 1116 Ocean Drive LLC to any
claim against the Estate, and is entitled to setoff against any
amount that might be allowed.  Even if the claim is allowed, the
Debtor believes the amount claimed is inflated and highly
speculative.  However, the Debtor believes in good faith that due
to (a) 1116 Ocean Drive LLC's own default on the lease; (b) the
high burden under Florida law to prove consequential lost profit
damages; and (c) the Debtor's right to set off any claim against
its own counterclaims for 1116 Ocean Drive LLC's failure to pay
more than $1.35 Million in real estate taxes, in no event will the
claim be allowed in any amount greater than zero.

Based on the total Face Amount of the classified claims,
administrative claims, and priority tax claims, the Net Proceeds
are more than sufficient to pay the Face Amount of all claims in
full, with the exception of the 1116 Ocean Drive LLC claim.  So
long as the 1116 Ocean Drive LLC claim is allowed in an amount
less than approximately $3.5 million, the Debtor will have
sufficient funds to pay the Face Value of all claims on the
Effective Date.  Accordingly, the Debtor submits that all classes
are unimpaired and believes that it has sufficient funds to pay
all allowed claims on the Effective Date.

The effective date of the Plan is 11 business days following the
confirmation order.  If a stay of the confirmation order is in
effect, the effective date will be the first business day after
that date on which no stay of the confirmation order is in effect,
provided that the confirmation order has not been vacated.

A copy of the disclosure statement is available for free at:

     http://ResearchArchives.com/t/s?77c1

A copy of the plan is available for free at:

     http://ResearchArchives.com/t/s?77c2

                       About Casa Casuarina

Casa Casuarina, LLC, owner of Gianni Versace's former South Beach
mansion on Ocean Drive in Miami Beach, Florida, filed a Chapter 11
petition (Bankr. S.D. Fla. Case No. 13-25645) in Miami on July 1,
2013.  Peter Loftin signed the petition as manager.  Judge Laurel
M. Isicoff presides over the case.  The Debtor estimated assets of
at least $50 million and debts of at least $10 million.  Joe M.
Grant, Esq., at Marwill Socarras Grant, P.L., serves as the
Debtor's counsel.

Until his Ponzi scheme fell apart in 2009, Scott Rothstein had
controlled the company that owned the property.  Herbert Stettin
is the Chapter 11 trustee for Rothstein's law firm Rothstein
Rosenfeldt Adler PA, which has been in Chapter 11 liquidation
since November 2009.

Before Casa Casuarina filed for bankruptcy, Mr. Stettin had
reached agreement to settle his claim to partial ownership.

In its schedules, the Debtor disclosed $79,005,976.66 in total
assets and $32,506,799.29 in total liabilities as of the Petition
Date.


CHA CHA ENTEPRISES: Can Access Cash Collateral Until Feb. 23
------------------------------------------------------------
The Hon. Arthur S. Weissbrodt of the U.S. Bankruptcy Court for the
Northern District of California issued a tenth interim order on
Jan. 23, authorizing Cha Cha Enterprises, LLC, to use cash
collateral of Wells Fargo Bank, N.A., until Feb. 23, 2014.

The Court will hold another hearing on Feb. 21, 2014, at 3:15
p.m., at San Jose Courtroom 302, regarding the Debtor's continued
use of cash collateral.

As reported in the Troubled Company Reporter on Dec. 30, 2013, as
adequate protection for the Debtor's use of cash collateral, the
Debtor will make these adequate protection payments to the Bank:

      (1) on Jan. 2, 2014, the amount equal to the sum of (i) the
          monthly payment of principal and interest at the non-
          default rate that will be due and owing by the Debtor to
          the Bank pursuant to (a) the term note dated May 15,
          2006, in the original principal amount of $10 million;
          (b) the term note dated April 1, 2009, in the original
          principal amount of $3.26 million; (c) the term note
          dated Jan. 22, 2010, in the original principal amount of
          $3.37 million; and (d) the term note dated Jan. 22,
          2010, in the original principal amount of $1.06 million,
          each made by the Debtor to the order of the Bank, on
          that payment date; and (ii) monthly payment required to
          be paid by the Debtor to the Bank pursuant to the swap
          documents executed by the Debtor in favor of the Bank
          for Trade Nos. 89372, 518708, 611495, and 611496, on
          that payment date; and

      (2) on the dates and in the amounts specified therein, any
          further adequate protection payments required to be made
          pursuant to any further interim cash collateral order.

As further adequate protection, the Bank has been granted a valid,
non-avoidable, and fully perfected replacement lien in the
replacement collateral, or all property of the same type as the
prepetition collateral acquired by the Debtor on or after the
Petition Date, to secure any diminution in value of any of the
prepetition collateral.  In addition to the continuation of the
replacement lien, the Bank will continue to be entitled to an
administrative expense claim with a superpriority status.

A copy of the budget is available for free at http://is.gd/q5DX5I

                     About Cha Cha Enterprises

Cha Cha Enterprises, LLC, is a California limited liability
company formed in 1998 to purchase a fee interest in property
located at 1775 Story Road, San Jose, California and a leasehold
interest in  property located at 1745 Story Road in San Jose.  Cha
Cha's primary business is the rental of real property.

Cha Cha filed a Chapter 11 petition (Bankr. N.D. Cal. Case
No. 13-53894) on July 22, 2013.  The Debtor estimated at least
$10 million in assets and liabilities.

An affiliate, Mi Pueblo San Jose, Inc., sought Chapter 11
protection (Case No. 13-53893) on the same day.  The cases are not
jointly administered.

Steven H. Felderstein, Esq., at Felderstein Fitzgerald Willoughby
& Pascuzzi LLP serves as counsel.

Nicolas De Lancie, Esq., at Jeffer Mangels Butler & Mitchell LLP
Robert B. Kaplan, P.C. represents secured creditor Wells Fargo
Bank, N.A.


CHARTER COMMS: Nominates Candidates for Time Warner Cable Board
---------------------------------------------------------------
Shalini Ramachandran and Liz Hoffman, writing for The Wall Street
Journal, reported that Charter Communications Inc. nominated a
collection of cable-industry veterans, former investment bankers,
and other businesspeople as candidates to replace Time Warner
Cable Inc.'s board, opening the next phase of its battle for the
second-biggest U.S. cable operator.

According to the report, the nominations, for Time Warner Cable's
entire board, make clear that Charter is willing to go hostile in
its efforts, after eight months of trying to draw TWC to the
negotiating table. Over that period, TWC has rebuffed as too low
three offers from Charter, the fourth-largest cable company by
video customers. Charter hopes the nominations will put pressure
on Time Warner Cable, which has said that it won't negotiate on
any price lower than $160 a share. Charter's latest offer, which
it made public in January, was pitched at $132.50 a share.

"It is clear from our meetings with Time Warner Cable shareholders
that there is an overwhelming desire to combine these two
companies," Charter Chief Executive Tom Rutledge in a statement,
the report cited. "Now is the time for the current Board and
management of Time Warner Cable to respond to their shareholders
and work with us to complete a merger."

In response, Time Warner Cable Chief Executive Rob Marcus said,
"It is clear that Charter is nominating a slate of directors for
the sole purpose of pressuring our board into accepting the same
lowball offer that it previously considered and unanimously
rejected. We are not going to let Charter steal the company," the
report also cited.

Some Time Warner Cable investors said they were disappointed that
Charter hadn't raised its offer, warning it could weaken the
momentum of Charter's proxy fight, the report said.  Charter is
likely to wait a few weeks until later in the proxy fight campaign
before bumping the price, a person familiar with the matter has
said.

Based in St. Louis, Missouri, Charter Communications, Inc. (Pink
OTC: CHTRQ) -- http://www.charter.com/-- is a broadband
communications company and the fourth-largest cable operator in
the United States.  Charter provides a full range of advanced
broadband services, including advanced Charter Digital Cable(R)
video entertainment programming, Charter High-Speed(R) Internet
access, and Charter Telephone(R).  Charter Business(TM) similarly
provides scalable, tailored, and cost-effective broadband
communications solutions to business organizations, such as
business-to-business Internet access, data networking, video and
music entertainment services, and business telephone.  Charter's
advertising sales and production services are sold under the
Charter Media(R) brand.

Charter Communications and more than a hundred affiliates filed
voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y.
Case No. 09-11435).  As of March 31, 2009, the Debtors had total
assets of $13,650,000,000, and total liabilities of
$24,501,000,000.  Pacific Microwave filed for bankruptcy April 20,
2009, disclosing assets of not more than $50,000 and debts of more
than $1 billion.

The Hon. James M. Peck presided over the cases.  Richard M. Cieri,
Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at
Kirkland & Ellis LLP, in New York, served as counsel to the
Debtors, excluding Charter Investment Inc.  Albert Togut, Esq., at
Togut, Segal & Segal LLP in New York, served as Charter
Investment, Inc.'s bankruptcy counsel.  Curtis, Mallet-Prevost,
Colt & Mosel LLP, in New York, was the Debtors' conflicts counsel.
Ernst & Young LLP was the Debtors' tax advisors.  KPMG LLP was the
Debtors' independent auditor.  The Debtors' valuation consultants
were Duff & Phelps LLC; the Debtors' financial advisors were
Lazard Freres & Co. LLC; and the Debtors' restructuring
consultants were AlixPartners LLC.  The Debtors' regulatory
counsel was Davis Wright Tremaine LLP, and Friend Hudak & Harris
LLP.  The Debtors' claims agent was Kurtzman Carson Consultants
LLC.

Judge James M. Peck of the U.S. Bankruptcy Court for the Southern
District of New York approved the Debtors' pre-arranged joint plan
of reorganization in a bench ruling on Oct. 15, 2009.

On Nov. 30, 2009, Charter Communications, Inc., announced that it
has successfully completed its financial restructuring, which
significantly improves the Company's capital structure by reducing
debt by approximately 40 percent, or approximately $8 billion.

Charter Communications, Inc., has emerged from Chapter 11 under
its pre-arranged Joint Plan of Reorganization, which was confirmed
by the United States Bankruptcy Court for the Southern District of
New York on Nov. 17, 2009.


CHEYENNE HOTELS: Disclosure Statement Approval Hearing on March 6
-----------------------------------------------------------------
The Bankruptcy Court in Colorado will hold a hearing on March 6,
2014, at 1:30 p.m., to consider approval of the Disclosure
Statement explaining the Chapter 11 Plan of Reorganization filed
by Cheyenne Hotels, LLC, dba Hampden Inc.

The deadline to file objections to the Disclosure Statement is
Feb. 20, 2014.

Cheyenne Hotels filed the Plan on Jan. 13, 2014.  To fund payments
under the Plan, Cheyenne Hotels intends to continue operating its
business and make the plan payments out of operating income of the
Hotel, with the exception of the payment of the Colorado East Bank
& Trust claim within a year of the Effective Date, which will
require either (a) sale of an interest in the Hotel or the Debtor;
or (b) a new loan.  Cheyenne Hotels said the so-called Goforth
Creditors have agreed to subordinate the payment of their Claim to
a refinancing of the Colorado East Bank & Trust Secured Claim.
Cheyenne Hotels said it will not be necessary to pay the Goforth
Claims in full at the time the Colorado East Bank & Trust Claim is
satisfied.

The Debtor said it has evaluated potential avoidance actions. The
Debtor expects that the recovery to creditors as proposed under
the Plan from ongoing operations will greatly exceed any
reasonable recovery that could be obtained from pursuit of the
avoidance actions.

Under the Plan, the Debtor has two classes of Secured Claims.
Class 2-A consists of the Claims of Colorado East Bank & Trust.
For purposes of the Disclosure Statement, the Debtor has estimated
the gross amount of the Colorado East Bank & Trust claims to total
$9,400,000. This estimate is not binding upon Colorado East Bank &
Trust or any other party, and is used here solely for estimation
purposes.  The Debtor believes that the Colorado East Bank & Trust
claims are valid claims, with perfected security interests in the
Hotel Property and the other Hotel Assets. However, the priority
of the lien securing the Colorado East Bank & Trust is disputed,
at least in part, by the so-called Goforth Creditors. The Plan
provides a single, allowed secured claim in the amount of
$8,400,000 to Colorado East Bank & Trust, and provides for no
distribution on account of the unsecured portion of the Bank's
claims.

Class 2-B consists of the Claims of the Goforth Creditors.  The
Debtor has estimated the gross amount of the Goforth Creditors to
total $1,250,000. This estimate is not binding upon the Goforth
Creditors or any other party, and is used here solely for
estimation purposes.  The Debtor believes that the Colorado East
Bank & Trust claims are valid claims, with perfected security
interests in the Hotel Property and the other Hotel Assets, junior
in lien priority to the liens securing the Colorado East Bank &
Trust claims, at least to the extent of $8,300,000 of that debt.
The Plan provides a single, allowed secured claim in the amount of
$500,000 to Goforth Creditors, and provides for no distribution on
account of the unsecured portion of their claims.

If the Debtor, Colorado East Bank & Trust and the Goforth
Creditors are unable to reach an agreement with respect to the
amounts of these creditors' claims, the Bankruptcy Court will
determine the amount of the claims, after a hearing. The Debtor
will endeavor to determine the amount of the Colorado East Bank &
Trust and the Goforth Creditors claims prior to voting upon the
Plan, such that creditors may assess the effect of the amount of
the claim upon the feasibility of the Plan.

Pursuant to the Plan, Colorado East Bank & Trust will receive on
account of its $8,400,000 allowed claim, three streams of
payments:

     (a) a single payment, in the amount of $100,000 on the
         Effective Date of the Plan;

     (b) in equal monthly installments of interest on the unpaid
         balance of the allowed Secured Claim in the rate of
         4.5% per annum, calculated upon a 360 day year; and

     (c) 60 monthly installments consisting of a portion of the
         amount -- Net Profits Override -- by which gross revenue
         received in the preceding month of Hotel operations
         exceeds the sum of (a) ordinary and necessary operating
         expenses paid during such month; (b) mandatory payments
         paid under this Plan; and (c) management fees to TRN
         Hotel Management.  The payments will commence on the
         first day of the first month following the Effective Date
         and continuing for 59 months thereafter, or until a total
         of $1,000,000 has been paid to Colorado East Bank & Trust
         and the Goforth Creditors, collectively under the
         Override.

The Colorado East Bank & Trust's Class 2-A Claims will be secured
by a First Priority Lien upon the Hotel Premises and the Hotel
Personalty Collateral.  The Debtor will have the right to sell or
otherwise dispose of the Hotel Personalty Collateral in the
ordinary course of its business, provided that the Debtor will
promptly replace any Hotel Personalty Collateral sold or otherwise
disposed of with replacement goods of like quality, or as required
under the Franchise Agreement.

In the event that the Debtor is unable to pay the Allowed Colorado
East Bank & Trust Claim in full within one year from the Effective
Date of the Plan, the Debtor will, upon request of the Bank,
convey the Hotel Property and Hotel Assets to the Bank in
satisfaction of the Claim.  In that event, the Bank will provide
an opportunity for the Goforth Creditors to redeem those assets
by paying the amount of the Bank's Claims before foreclosure of
the Bank's secured claim.

Class 2-B (Goforth Claims) consist of the Allowed Claims Colorado
East Bank & Trust in the amount of $500,000.  Colorado East Bank &
Trust will receive two streams of payments:

     (a) a single payment, in the amount of $50,000 on the
         Effective Date of the Plan;

     (b) in equal monthly installments of interest on the unpaid
         balance of the allowed Secured Claim in the rate of 4.5%
         per annum, calculated upon a 360 day year; and

     (c) 60 monthly installments consisting of a portion of the
         amount -- Net Profits Override -- by which gross revenue
         received in the preceding month of Hotel operations
         exceeds the sum of (a) ordinary and necessary operating
         expenses paid during such month; (b) mandatory payments
         paid under this Plan; and (c) management fees to TRN
         Hotel Management.  The payments will commence on the
         first day of the first month following the Effective Date
         of the Plan and continuing for 59 months thereafter, or
         until a total of $1,000,000 has been paid to Colorado
         East Bank & Trust and the Goforth Creditors, collectively
         under the Override.

The Class 2-B Claims will be secured by a Lien upon Lot 1 of the
Hotel Premises and the Hotel Personalty Collateral junior in
seniority to the lien securing the Colorado East Bank & Trust
Allowed Secured Claim.  The Debtor shall have the right to sell or
otherwise dispose of the Hotel Personalty Collateral in the
ordinary course of its business, provided that Debtor shall
promptly replace any Hotel Personalty Collateral sold or otherwise
disposed of with replacement goods of like quality, or as required
under the Franchise Agreement.

In the event the Debtor fails to pay the entire balance of the
CEBT Secured Claim on or before the first anniversary date of the
Effective Date, in addition to any other remedies available to the
Goforth Creditors, the Goforth Creditors may elect, by written
notice to the Debtor and CEBT to receive a Deed and Bill of Sale
in Lieu of Foreclosure to the Hotel Property and the Hotel Assets.
In such event, CEBT will forebear from foreclosure for a period of
90 days.


Class 1 consists of Allowed Secured Tax Claims for unpaid, pre-
petition personal and real property taxes against property of the
Estate.  The Class 2-A Claims shall retain the security interest
securing such Claim and shall be paid in equal monthly installment
of principal and interest amortized over the remaining balance of
a five year term commencing on the Petition Date with interest at
8% per annum.  The Debtor believes there will be no Allowed
Secured Tax Claims upon confirmation and has incorporated a
treatment for such claims in the Plan, to avoid the necessity of
amendment of the Plan to provide for such claims if they exist.

Class 3-A consist of all Allowed Small Unsecured Claims (a) in an
amount not exceeding $1,000 per Claim, or (b) if a Claim is an
Allowed Claim in excess of $1,000, with respect to which the
holder of the claim elects to reduce the amount of the Allowed
Claim to $1,000. Claimants holding Class 3-A claims shall receive
a single payment equal to the lesser of (a) $800, or (b) 80% of
the Allowed Class 3-A Claim. The payment shall be made not later
than 90 days following the Effective Date or within 10 days
following allowance of the Claim, if the Claim is not allowed as
of such payment date.

Class 3-B consists of Allowed General Unsecured Claims.  Each
Class 3-B claimant shall receive six installments commencing on
the first day of the third calendar quarter occurring after the
Effective Date and continuing on the first day of each of the next
five calendar quarters. Each of the payments will equal one-sixth
of the Allowed Claim in this class.

Class 4 consists of the Allowed Equity Claims of the Members.
The Class 4 Claimants shall retain their Equity Interests in the
Debtor.

A copy of the Disclosure Statement is available at no extra charge
at http://bankrupt.com/misc/CHEYENNEHOTELSds.pdf

                       About Cheyenne Hotels

Cheyenne Hotels LLC, which owns and operates the Hampton Inn &
Suites in Colorado Springs, Colorado, filed for Chapter 11
bankruptcy (Bankr. D. Colo. Case No. 11-37518) on Nov. 25, 2011.
Judge A. Bruce Campbell presides over the case, taking over from
Judge Michael E. Romero. Thomas F. Quinn, Esq., at Thomas F. Quinn
PC, serves as the Debtor's counsel.

Cheyenne Hotels estimated $10 million to $50 million in both
assets and debts. The petition was signed by Tanveer Khan,
manager.

Affiliate Cheyenne Hotel Investments LLC filed for Chapter 11
bankruptcy protection (Bankr. D. Colo. Case No. 11-25379) on
June 28, 2011, disclosing assets of $12,912,702 and liabilities of
$8,074,325 as of the Petition Date.  Thomas F. Quinn, Esq., also
represents Hotel Investments.

Hotel Investments won confirmation of its own Chapter 11 plan on
Aug. 16, 2013.  A copy of the Third Amended Plan of Reorganization
dated Aug. 5, 2013, is available at no charge at:

      http://bankrupt.com/misc/CHEYENNEHOTEL_3rdAmdPlan.PDF

No committee of creditors or equity security holders has been
appointed in the Debtors' cases.

As reported by the Troubled Company Reporter on Jan. 6, 2014, the
U.S. Trustee for Region 19 is seeking dismissal of the Hotel LLC
case.  Daniel J. Morse, as Assistant U.S. Trustee, said Cheyenne
Hotels has been afforded the protections of the Bankruptcy Code
for over two years but has failed to confirm a Chapter 11 Plan.
Meanwhile, the bankruptcy estate continues to accrue
administrative expenses, including professional fees, which are
diminishing the bankruptcy estate.


CHRISTIAN BROTHERS: Modified First Amended Plan Declared Effective
------------------------------------------------------------------
The Christian Brothers' Institute, et al., notified the U.S.
Bankruptcy Court for the Southern District of New York that the
effective date of the Modified First Amended Plan of
Reorganization proposed by the Debtors and the Official Committee
of Unsecured Creditors occurred on Jan. 28, 2014.

The Court also set March 14 as the deadline to file applications
for allowance of professional fee claims.

On Jan. 13, 2014, the Court entered its order confirming the First
Amended Plan of Reorganization.

As reported in the Troubled Company Reporter on Jan. 20, 2014, all
objections, responses, statements, and comments in opposition to
the Plan have been resolved or fully and fairly litigated, except
for the objection raised by the Corporation of the Catholic
Archbishop of Seattle, which the Court rejected.  The Archdiocese
of Seattle complained that the Plan allows pending litigation to
proceed while simultaneously discharging Christian Brothers'
liability.

The plan, according to Bill Rochelle, the bankruptcy columnist for
Bloomberg News, creates a trust for abuse claimants initially
funded with $13.4 million from the religious order and $3.2
million from Providence Washington Insurance Co.

According to the TCR, the Plan was made possible following an
"allocation plan" negotiated with 75% of sexual abuse claimants.

The original version of the Joint Chapter 11 Plan was filed
Aug. 22, 2013.

                About Christian Brothers' Institute

The Christian Brothers' Institute in New Rochelle, New York, is a
domestic not-for-profit 501(c)(3) corporation organized under
Sec. 102(a)(5) of the New York Not-for-Profit Corporation Law.
CBI was formed to establish, conduct and support Catholic
elementary and secondary schools principally throughout New York
State.

The Christian Brothers of Ireland, Inc., in Chicago, Illinois, is
a domestic not-for-profit 501(c)(3) corporation organized under
the Not-for-Profit Corporation Law of the State of Illinois.  CBOI
was formed to establish, conduct and support Catholic elementary
and secondary schools principally throughout the State of
Illinois, as well as other spiritual and temporal affairs of the
former Brother Rice Province of the Congregation of Christian
Brothers.

CBI and CBOI depend upon grants and donations to fund a portion of
their operating expenses.

The Christian Brothers' Institute and The Christian Brothers of
Ireland filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case Nos. 11-22820 and 11-22821) on April 28, 2011.
Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, serves
as the Debtors' bankruptcy counsel.  The Christian Brothers'
Institute disclosed assets of $63,418,267 and $8,484,853 in
liabilities.  CBOI discloses assets of $1,091,084 and liabilities
of $3,622,500.

Attorneys at Pachulski Stang Ziehl & Jones LLP, in Los Angeles,
Calif., and New York, N.Y., represent the Official Committee of
Unsecured Creditors as counsel.  Paul A. Richler, Esq., at Pacific
Palisades, Calif., serves as Special Insurance Counsel to the
Committee.


CHRISTIAN BROTHERS: March 4 Hearing on Settlement With Arrowood
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on March 4, 2014, at 10:00 a.m., to:

   -- approve a settlement in compromise of claims between
      The Christian Brothers' Institute, et al., and
      Arrowood Indemnity Company, pursuant to the confirmed
      Modified First Amended Joint Plan of Reorganization;

   -- find that the insurance buyback agreement complies with
      the Bankruptcy Code and other applicable laws; and

   -- authorize CBI to sell back to Arrowood various insurance
      policies or alleged insurance policies issued by Arrowood,
      together with an other unknown insurance policies that
      were issued or allegedly issued by Arrowood to CBI or under
      which CBI is or may claim to be insured, named insured,
      additional insured, or otherwise entitled to any coverage or
      benefits under ant such insurance policies pursuant to the
      terms of the Insurance Buyback agreement.

Objections, if any, are due Feb. 25, 2014, at 5:00 p.m.

According to Scott S. Marlowitz, Esq., at Tarter Krisnsky & Drogin
LLP, on behalf of the Debtors, the salient terms of the insurance
buyback agreement are:

   a) CBI will sell, and Arrowood will purchase, the insurance
      policies for a purchase price of $350,000 which will be
      paid to the Trust created pursuant to the debtors' Plan;

   b) the Debtors and Arrowood will release each other from all
      claims relating to the insurance policies or any other
      policy of insurance issue by Arrowood; and

   c) the insurance buyback agreement is conditioned upon the
      approval by the Court well as confirmation of a plan which
      incorporates the insurance buyback agreement and provides
      for a mechanism to include Arrowood as Settling insurer
      under the Plan.

Prior to the Filing Date, Arrowood issued two commercial general
liability insurance policies in favor of CBI.

CBI tendered 52 claims asserting damages on account of sexual
abuse to Arrowood which CBI believe were covered or potentially
covered under the various insurance policies.  Arrowood asserted
numerous coverage defenses to CBI's tended of the sexual abuse
claims.

Despite Arrowood's denial of coverage, CBI and Arrowood engaged in
lengthy good faith settlement discussions to resolve the dispute,
leading to a settlement whereby Arrowood would contribute to the
sexual abuse trust created under the Debtors' plan.

                About Christian Brothers' Institute

The Christian Brothers' Institute in New Rochelle, New York, is a
domestic not-for-profit 501(c)(3) corporation organized under Sec.
102(a)(5) of the New York Not-for-Profit Corporation Law.  CBI was
formed to establish, conduct and support Catholic elementary and
secondary schools principally throughout New York State.

The Christian Brothers of Ireland, Inc., in Chicago, Illinois, is
a domestic not-for-profit 501(c)(3) corporation organized under
the Not-for-Profit Corporation Law of the State of Illinois.  CBOI
was formed to establish, conduct and support Catholic elementary
and secondary schools principally throughout the State of
Illinois, as well as other spiritual and temporal affairs of the
former Brother Rice Province of the Congregation of Christian
Brothers.

CBI and CBOI depend upon grants and donations to fund a portion of
their operating expenses.

The Christian Brothers' Institute and The Christian Brothers of
Ireland filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case Nos. 11-22820 and 11-22821) on April 28, 2011.
Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, serves
as the Debtors' bankruptcy counsel.  The Christian Brothers'
Institute disclosed assets of $63,418,267 and $8,484,853 in
liabilities.  CBOI discloses assets of $1,091,084 and liabilities
of $3,622,500.

Attorneys at Pachulski Stang Ziehl & Jones LLP, in Los Angeles,
Calif., and New York, N.Y., represent the Official Committee of
Unsecured Creditors as counsel.  Paul A. Richler, Esq., at Pacific
Palisades, Calif., serves as Special Insurance Counsel to the
Committee.

The Bankruptcy Court on Jan. 13, 2014, entered its order
confirming the Modified First Amended Plan of Reorganization co-
proposed by the Debtors and the Committee.  The Plan was declared
effective Jan. 28, 2014.  The Plan creates a trust for abuse
claimants initially funded with $13.4 million from the religious
order and $3.2 million from Providence Washington Insurance Co.
The Plan was made possible following an "allocation plan"
negotiated with 75% of sexual abuse claimants.


COTT CORP: Shareholder Says Price Could Bubble Up 75%
-----------------------------------------------------
Sarah Pringle, writing for The Deal, reported that one Cott Corp.
shareholder believes the parent company of several soda and non-
carbonated drink brands could fetch nearly $1.8 billion if it can
find a buyer, even as waning demand for soda, and stiff
competition from players including PepsiCo Inc. and Coca-Cola Co.,
continue to weigh on the private-label beverage maker.

"Private label is challenged. Carbonated soft drinks are
challenged. [Cott's] customers are challenged," said Jack Murphy,
a portfolio manager of Levin Capital Strategies LP, in a phone
interview with The Deal.  "Taking out the public equity is one
option. Cash flow is so significant, there has to be people
looking at that option."

Levin, a New York-based hedge fund, owns about 5.4% of Cott's
outstanding shares, the report said.

In response to market speculation that it was undergoing a
strategic review, Cott confirmed in a Feb. 5 statement that it had
retained Credit Suisse Group to help evaluate alternatives, the
report related.

Though specific options weren't identified, Murphy said he thinks
that if a leveraged buyout transaction were to take place, its
equity would be worth significantly more than the $8 or so that
Cott's shares are trading for on the New York Stock Exchange under
the ticker symbol COT, the report further related.

Cott Corporation (Cott), headquartered in Toronto, Ontario, and
Tampa, Florida, is one of the world's largest private label and
contract manufacturing beverage companies. Cott's product
portfolio includes carbonated soft drinks (CSD), clear, still and
sparkling flavored waters, juice, juice-based products, bottled
waters, energy related drinks, and ready-to-drink teas. Cott's
customers include many of the largest national and regional
grocery, drugstore, and convenience store chains, and wholesalers.
Sales for the twelve months ending September 28, 2013 were
approximately $2.1 billion.

The Troubled Company Reporter on Dec. 17, 2013, reported that
Moody's affirmed Cott Corporation's Corporate Family Rating of B2
and the rating of Cott's Senior Unsecured Notes due 2017 and 2018
at B3 and changed the outlook to stable from positive. Moody's
also affirmed Cott's SGL-2 Speculative Grade Liquidity rating and
B2-PD Probability of Default rating.


COUNTRYWIDE FIN'L: BofA Should Pay $2.1B in Fraud Case, U.S. Says
-----------------------------------------------------------------
Phil Milford and Edvard Pettersson, writing for Bloomberg News,
reported that Bank of America Corp.'s Countrywide unit should pay
the maximum of $2.1 billion in penalties for selling defective
mortgage loans to Fannie Mae and Freddie Mac in the run-up to the
2008 financial crisis, the U.S. said.

According to the report, U.S. District Judge Jed Rakoff in
Manhattan is considering how much to penalize the bank following
months of arguments over the size of the civil fine that
Charlotte, North Carolina-based Bank of America should pay in the
first mortgage-fraud case brought by the U.S. to go trial. The
bank has claimed it should have to pay $1.1 million at most.

"To punish defendants for their culpability and bad faith, and to
deter financial institutions and their executives who would engage
in similar fraudulent mortgage schemes, the court should impose
the maximum penalty," Manhattan U.S. Attorney Preet Bharara said
in a court filing on Jan. 29, the report cited.

Countrywide is still a defendant in a securities fraud case
brought by the Federal Housing Finance Agency, the conservator of
Fannie Mae and Freddie Mac, over billions of dollars in
residential mortgage-based securities, the report related.  Bank
of America and Countrywide also face $10 billion in claims by
American International Group Inc. over mortgage securities.

The U.S. case is U.S. v. Countrywide Financial Corp., 12-cv-01422,
U.S. District Court, Southern District of New York (Manhattan).

                   About Countrywide Financial

Based in Calabasas, California, Countrywide Financial Corporation
(NYSE: CFC) -- http://www.countrywide.com/-- originated,
purchased, securitized, sold, and serviced residential and
commercial loans.

In mid-2008, Bank of America completed its purchase of Countrywide
for $2.5 billion.  The mortgage lender was originally priced at $4
billion, but the purchase price eventually was whittled down to
$2.5 billion based on BofA's stock prices that fell over 40% since
the time it agreed to buy the ailing lender.


DANU PROPERTIES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Danu Properties, LLC
        1630 Epley Road
        Williamston, MI 48895

Case No.: 14-30322

Chapter 11 Petition Date: February 11, 2014

Court: United States Bankruptcy Court
       Eastern District of Michigan (Flint)

Judge: Hon. Daniel S. Opperman

Debtor's Counsel: Susan M. Cook, Esq.
                  LAMBERT, LESER, ISACKSON, COOK & GIUNTA, P.C
                  916 Washington Avenue, Suite 309
                  Bay City, MI 48708
                  Tel: 989-893-3518
                  Email: smcook@lambertleser.com

Total Assets: $1.20 million

Total Debts: $1.20 million

The petition was signed by James D. Larkin, managing member.

The Debtor did not file a list of its largest unsecured creditors
when it filed the petition.


DBK INVESTMENTS: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: DBK Investments and Development Corp.
        57 Airport Road
        Hillsville, VA 24343

Case No.: 14-50033

Chapter 11 Petition Date: February 11, 2014

Court: United States Bankruptcy Court
       Southern District of West Virginia (Beckley)

Judge: Hon. Ronald G. Pearson

Debtor's Counsel: Joe M. Supple, Esq.
                  SUPPLE LAW OFFICE, PLLC
                  801 Viand Street
                  Point Pleasant, WV 25550
                  Tel: (304) 675-6249
                  Fax: (304) 675-4372
                  Email: info@supplelaw.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Bettye J. Morehead, secretary.

A list of the Debtor's 10 largest unsecured creditors is available
for free at http://bankrupt.com/misc/wvsb14-50033.pdf


DETROIT, MI: Said to Demand New Swaps Deal From BofA, UBS
---------------------------------------------------------
Steven Church, writing for Bloomberg News, reported that Detroit
officials gave Bank of America Corp. and UBS AG until the end of
Jan. 31 to say how much they would accept to cancel interest-rate
swaps that cost city taxpayers about $4 million a month or face a
possible lawsuit, a person familiar with the talks said.

According to the report, the city and the banks have been trying
to negotiate a new deal since a federal judge rejected a proposal
to pay the banks $165 million to end the swaps.  Should the banks
make a low enough offer, the city will keep talking through the
weekend in hopes of presenting a new deal to U.S. Bankruptcy Judge
Steven Rhodes in Detroit, said the person, who asked not to be
identified because the discussions are private.

Without a deal, the city will consider taking legal action to have
the swaps declared illegal and to prevent the banks from seizing
about $4.2 million in casino taxes held in a custodial account,
the person said, the report related.  The city has paid more than
$200 million on the swaps since 2009.

Judge Rhodes in January rejected the $165 million proposal, which
was a reduction from an earlier agreement to pay $230 million, as
"too high a price," the report further related.  He advised
Detroit to seek better terms.

Bill Halldin, a spokesman for Bank of America, declined to comment
on the swaps negotiations, the report said.  Megan Stinson, a
spokeswoman for UBS, didn't immediately return an e-mail seeking
comment after regular business hours.

                About City of Detroit, Michigan

The City of Detroit, Michigan, weighed down by more than
$18 billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter 9
petition (Bankr. E.D. Mich. Case No. 13-53846).  Detroit listed
more than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition.  Detroit is represented by
lawyers at Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.

The City's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing.  Debt service consumes
42.5 percent of revenue.  The city has 100,000 creditors and
20,000 retirees.

The Hon. Steven Rhodes oversees the bankruptcy case.  Detroit is
represented by David G. Heiman, Esq., and Heather Lennox, Esq., at
Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day,
in Los Angeles, California; and Jonathan S. Green, Esq., and
Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone
PLC, in Detroit, Michigan.

Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing
the American Federation of State, County and Municipal Employees
and the International Union.

Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is
representing the United Automobile, Aerospace and Agricultural
Implement Workers of America.

A nine-member official committee of retired workers was appointed
in the case.  The Retirees' Committee is represented by Dentons US
LLP.  Lazard Freres & Co. LLC serves as the Retiree Committee's
financial advisor.

Daniel M. McDermott, U.S. Trustee for Region 9, on Dec. 23, 2013,
appointed five creditors to serve on the Official Committee of
Unsecured Creditors.


DIGITAL GENERATION: S&P Withdraws B+ CCR After Extreme Reach Deal
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Digital
Generation Inc. (including the 'B+' corporate credit rating) as
the company completed its spin-off and merger transaction with
Extreme Reach Inc.  The company used proceeds to repay existing
bank debt in its entirety.


EDGENET INC: Sues Noteholders Over Security of $20-Mil. Debt
------------------------------------------------------------
Edgenet, Inc., et al., filed a complaint with the U.S. Bankruptcy
Court for the District of Delaware to avoid and recover transfers
made by the Debtors to or for the benefit of Ernest Han-Ping Wu,
individually and in his capacity as representative of former
owners of Edgenet who took back $20 million in subordinated
promissory notes.

The lawsuit stems from the 2004 reverse triangular merger under
which Liberty Partners Holdings 44, L.L.C., formed Edgenet Holding
Company, which acquired all of the equity interests of Edgenet.
At the time of the sale, in addition to the approximately $40
million paid for the equity interests in EdgeNet, certain former
owners of EdgeNet also took back $20 million in subordinated
promissory notes.  To secured the repayment of the Seller Notes,
the Debtors pledged certain assets.  Subsequent to the execution
of the Seller Notes and the Security Agreement, the Owners
Representative filed on behalf of the Seller Noteholders a UCC-1
perfecting their collective security interest in and to the
Collateral.

According to Raymond H. Lemisch, Esq., at Klehr Harrison Harvey
Branzburg LLP, in Wilmington, Delaware, a UCC-1 financing
statement ceases to be effective after five years from its filing
date, if within the five-year period a continuation statement is
not filed.  The Debtors assert that as of Sept. 21, 2009, the 2004
UCC-1 ceased being effective to perfect the security interest
granted to the Seller Noteholders.

On Oct. 18, 2013, the current owners representative filed a new
UCC-1 regarding the Collateral, attempting to re-perfect the
security interest granted to the Seller Notes in and to the
Collateral.

Mr. Lemisch alleges that the transfer effected by the filing of
the 2013 UCC-1 was avoidable.  As a result of the avoidance of the
2013 UCC, as of the Petition Date, the Seller Noteholders did not
hold a perfected security interest in and to the Collateral.

Accordingly, the Debtors ask that judgment be entered in their
favor finding that the filing of the  2013 UCC-1 is an avoidable
transfer pursuant to Section 547 of the Bankruptcy Code; that the
2013 UCC-1 is avoided; that the security interest transferred to
the Defendant on Sept. 21, 2004, is unperfected and avoided
pursuant to Section 544 of the Bankruptcy Code; that the Claims
held by the Defendant and the other Seller Noteholders are not
secured by the Debtors' interests in the annual licensing fees or
any of the Debtors' assets; and awarding the Debtors the
reasonable costs, fees, and expenses incurred in the commencement
and prosecution of the adversary proceeding.

The Debtors are also represented by Margaret M. Manning, Esq., at
Klehr Harrison Harvey Branzburg LLP, in Wilmington, Delaware; and
Morton R. Branzburg, Esq., at Klehr Harrison Harvey Branzburg LLP,
in Philadelphia, Pennsylvania.

                         About Edgenet Inc.

Edgenet, Inc., and Edgenet Holding Corp. are providers of cloud-
based content and applications that enable companies to sell more
products and services with greater ease across multiple channels
and devices.  Edgenet has three business locations: Waukesha, WI,
Brentwood, TN, and its main office in Atlanta, GA.  The Company
has 80 employees.

Edgenet Inc. and Edgenet Holding filed for Chapter 11 bankruptcy
protection in Delaware (Lead Case No. 14-10066) on Jan. 14, 2014.

Edgenet Inc. estimated assets of at least $10 million and
liabilities of $100 million to $500 million.

Raymond Howard Lemisch, Esq., at Klehr Harrison Harvey Branzburg
LLP, in Wilmington, Delaware, serves as counsel to the Debtors;
Glass Ratner Advisory & Capital Group LLC is the financial
advisor; JMP Securities, LLC, is the investment banker, and Phase
Eleven Consultants, LLC, is the claims and noticing agent.


ELCOM HOTEL: Ex-Owners Sued Over Unpaid Rental Revenue
------------------------------------------------------
Law360 reported that 40 unit owners at five-star Miami hotel and
condominium development One Bal Harbour sued the former owners on
claims the former owners failed to pay them their share of nearly
$5 million in revenue from rentals of their units.

According to the report, the suit, filed in Florida state court
following the Jan. 24 confirmation of a Chapter 11 plan for the
property, brings claims of gross negligence and breach of
fiduciary duty, among others, against Thomas Sullivan and Jorge
Arevalo, principals of the One Bal Harbour hotel's former owners.

                       About Elcom Hotel

Elcom Hotel & Spa LLC and Elcom Condominium LLC sought Chapter 11
protection (Bankr. S.D. Fla. Case Nos. 13-10029 and 13-10031) on
Jan. 2, 2013, with plans to sell their hotel and condominium
property.

Elcom Condominium owns nine of the hotel condominium units at the
One Bal Harbor Resort & Spa.  The resort is located on five acres
of land in Bal Harbor, Florida.  The building and improvements
consist of 185 luxury residential condominium units and 124 hotel
condominium units.  Elcom Hotel owns the hotel lot.

Elcom Hotel disclosed $10,378,304 in assets and $20,010,226 in
liabilities as of the Chapter 11 filing.  The Debtor owes OBH
Funding, LLC, $1.8 million on a mortgage and F9 Properties, LLC,
formerly known as ANO, LLC, $9 million on a mezzanine loan secured
by a lien on the ownership interests in the project's owner.  OBH
Funding and ANO are owned by Thomas D. Sullivan, the manager of
the Debtors.

Corali Lopexz-Castro, Esq., of Kozyak Tropin & Throckmorton, P.A.,
represent the Debtors as bankruptcy counsel.  Duane Morris LLP is
the special litigation, real estate, and hospitality counsel.
Algon Capital, LLC, d/b/a Algon Group's Troy Taylor is the
Debtors' chief restructuring officer.  Barry E. Mukamal and
Marcum, LLP, serve as accountants and financial advisors.  The
Barthet Firm is the special litigation collections counsel.  Barry
E. Somerstein and Greenspoon Marder Law serve as special real
estate counsel.

Elcom Hotel & Spa and Elcom Condominium have submitted a revised
disclosure statement filed in conjunction with the proposed
liquidating plan. The revised disclosure statement indicates that
unsecured creditors are still divided into two classes under the
Plan.  The Plan contemplates that holders of general unsecured
claims (expected to total $14 million to $79.1 million) will have
a recovery of 0% to 18%, which will be funded from the pro rata
distribution of "net free cash" and proceeds of causes of action
and remaining assets.  Holders of general unsecured vendor claims
(estimated at $500,000 to $971,000) -- those vendors who have
unsecured claims who agree to continue do business with the
Debtors -- will have a recovery of 50%, which will be funded from
the 50% distribution from "net free cash."

In December 2013, the Florida bankruptcy judge signed off on a
$13.4 million sale of the building's common areas to the
homeowners' association.  U.S. Bankruptcy Judge Robert A. Mark
approved the result of the auction in which the One Bal
Harbour residential association beat out an entity owned by Thomas
Sullivan, who is the largest shareholder of Elcom Hotel, and
stalking horse bidder Stoneleigh Capital LLC.

Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern
District of Florida, Miami Division, confirmed on Jan. 24, 2014,
the Revised First Amended Joint Plan of Liquidation of Elcom Hotel
after determining that the Plan satisfies the confirmation
requirements laid out in the Bankruptcy Code.


EMPRESAS INTEREX: Plan Confirmation Order Entered
-------------------------------------------------
Judge Mildred Caban Flores in December entered an order confirming
the Chapter 11 plan of Empresas Interex Inc.  Under the Plan, the
Debtor's residential housing development known as Ciudad Atlantis,
Hato Abajo Ward, Arecibo, Puerto Rico, will be transferred to
secured creditor DF Services, LLC.  General unsecured creditors
are slated to recover 50%.  United Surety & Indemnity Company,
which asserts payment of $79,000, filed an objection to
confirmation.  A copy of the confirmation order is available for
free at http://bankrupt.com/misc/Empresas_Plan_Order.pdf

                    About Empresas Interex Inc.

San Juan, Puerto Rico-based Empresas Interex Inc. is engaged in
the development, construction, and lease of real estate.  One of
the Debtor's construction project is known as Ciudad Atlantis at
Hato Bajo Ward, Arecibo, Puerto Rico.

Empresas Interex filed for Chapter 11 bankruptcy (Bankr. D.P.R.
Case No. 11-10475) on Dec. 7, 2011.  Bankruptcy Judge Mildred
Caban Flores presides over the case.  The company disclosed
$11,412,500 in assets and $9,335,561 in liabilities.  The Debtor
is represented by Charles A. Cuprill P.S.C. Law Offices.


EXCEL MARITIME: Rejection Claims Bar Date Set for Feb. 26
---------------------------------------------------------
Excel Maritime Carriers Ltd. on Jan. 27 disclosed that the United
States Bankruptcy Court for the Southern District of New York
confirmed the Amended Joint Chapter 11 Plan of Reorganization,
which has the support of the Company's senior secured lenders and
unsecured creditors.  The Plan was unanimously accepted by Excel's
two voting classes, with 100% of the class of secured lenders and
approximately 92% of the class of impaired Excel general unsecured
creditors, by value, voting in favor.  Excel expects to emerge
from Chapter 11 in mid-February 2014.

Upon completion of the restructuring process, the Company's total
prepetition debt of $920 million will be reduced to approximately
$300 million.  Gabriel Panayotides, Chairman of the Board,
together with the other members of Excel's management team, will
continue to lead the Company.

All proofs of claim arising from the rejection of executory
contracts or unexpired leases that have been rejected pursuant to
the Plan are due Feb. 26, 2014.

A full-text copy of the Amended Joint Plan dated Jan. 23, 2014, is
available at http://bankrupt.com/misc/EXCELMARITIMEplan0123.pdf

                       About Excel Maritime

Based in Athens, Greece, Excel Maritime Carriers Ltd. --
http://www.excelmaritime.com/-- is an owner and operator of dry
bulk carriers and a provider of worldwide seaborne transportation
services for dry bulk cargoes, such as iron ore, coal and grains,
as well as bauxite, fertilizers and steel products.  Excel owns a
fleet of 40 vessels and, together with 7 Panamax vessels under
bareboat charters, operates 47 vessels (5 Capesize, 14 Kamsarmax,
21 Panamax, 2 Supramax and 5 Handymax vessels) with a total
carrying capacity of approximately 3.9 million DWT.  Excel Class A
common shares have been listed since Sept. 15, 2005, on the New
York Stock Exchange (NYSE) under the symbol EXM and, prior to that
date, were listed on the American Stock Exchange (AMEX) since
1998.

The company blamed financial problems on low charter rates.

The balance sheet for December 2011 had assets of $2.72 billion
and liabilities totaling $1.16 billion.  Excel owes $771 million
to secured lenders with liens on almost all assets.  There is
$150 million owing on 1.875 percent unsecured convertible notes.

Excel Maritime filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 13-23060) on July 1, 2013, in New York after signing an
agreement where secured lenders owed $771 million support a
reorganization plan filed alongside the petition.  The Debtor
disclosed $35,642,525 in assets and $1,034,314,519 in liabilities
as of the Chapter 11 filing.

Excel, which sought bankruptcy with a number of affiliates, has
tapped Jay M. Goffman, Esq., Mark A. McDermott, Esq., Shana E.
Elberg, Esq., and Suzanne D.T. Lovett, Esq,. at Skadden, Arps,
Slate, Meagher & Flom LLP, as counsel; Miller Buckfire & Co. LLC,
as investment banker; and Global Maritime Partners Inc., as
financial advisor.

A five-member official committee of unsecured creditors was
appointed by the U.S. Trustee.  The Creditors' Committee is
represented by Michael S. Stamer, Esq., Sean E. O'Donnell, Esq.,
and Sunish Gulati, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York; and Sarah Link Schultz, Esq., at Akin Gump Strauss Hauer
& Feld LLP, in Dallas, Texas.  Jefferies LLC serves as the
Committee's investment banker.

John J. Monaghan, Esq., at Holland & Knight LLP, serves as counsel
to the Steering Committee.

Roberston Maritime Investors LLC is represented by Hugh Ray, Esq.,
at McKool Smith.  Oaktree Capital Management and certain of its
affiliates are represented by Alan W. Kornberg, Esq., and
Elizabeth R. McColm, Esq., at Paul Weiss Rifkind Wharton &
Garrison LLP.


FIAT CHRYSLER: Presses Canada on Windsor, Ontario Factory
---------------------------------------------------------
Christina Rogers and Paul Vieira, writing for The Wall Street
Journal, reported that Fiat Chrysler Automobiles is pressing
Canada for subsidies to keep production at a minivan factory in
Windsor, Ontario, a move that underscores the clout global auto
makers wield when bargaining with governments eager for
manufacturing jobs.

Fiat Chrysler is seeking as much as 700 million Canadian dollars
($634 million) from the federal and Ontario governments, the
Journal said, citing a report in Toronto's Globe and Mail, far
more than what other auto makers have received in the past.

It is looking to invest at least $2 billion to retool the factory
to build the next-generation Chrysler minivan and wants assistance
to secure the more than 4,600 jobs there and for upgrades at a
Brampton, Ont., factory, where the auto maker now makes the
Chrysler 300 and Dodge Charger, the report related.

On Feb. 12, Canada's Finance Minister Jim Flaherty said the
company is making "substantial" demands, but didn't specify an
amount, the report further related.  A Chrysler spokesman declined
to comment.

"We need to make sure we are careful in what we do before we let
one of the large auto manufacturers leave Ontario," Mr. Flaherty
said, the report cited.  He said policy makers would give the
requests "a long hard look," adding auto production is a
"fundamental" part of Canada's economy.

                       About Chrysler Group

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand
vehicles and products.  Headquartered in Auburn Hills, Michigan,
Chrysler Group LLC's product lineup features some of the world's
most recognizable vehicles, including the Chrysler 300, Jeep
Wrangler and Ram Truck.  Fiat will contribute world-class
technology, platforms and powertrains for small- and medium-sized
cars, allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  The U.S. and Canadian governments provided
Chrysler LLC with US$4.5 billion to finance its bankruptcy case.

In connection with the bankruptcy filing, Chrysler reached an
agreement to sell all assets to an alliance between Chrysler and
Italian automobile manufacturer Fiat.  Under the terms approved
by the Bankruptcy Court, the company formerly known as Chrysler
LLC in June 2009, formally sold substantially all of its assets
to the new company, named Chrysler Group LLC.

The Troubled Company Reporter reported on Jan. 22, 2014, that Fiat
completed its deal to purchase the 41% that it did not already own
of Chrysler.  The new holding company, called Fiat Chrysler
Automobiles NV, will control the operations of Italy's Fiat and
No. 3 U.S. auto maker Chrysler and will be based in the
Netherlands, with a U.K. tax domicile and a New York stock
listing.

                           *     *     *

Standard & Poor's Ratings Services raised its ratings on U.S.-
based auto manufacturer Chrysler Group LLC, including the
corporate credit rating to 'BB-' from 'B+' in mid-January 2014.
The outlook is stable.


FIAT S.P.A.: Moody's Lowers CFR to 'B1', Outlook Stable
-------------------------------------------------------
Moody's Investors Service has downgraded the corporate family
rating (CFR) and the probability of default rating (PDR) of Fiat
S.p.A. to B1 from Ba3 and to B1-PD from Ba3-PD, respectively.
Concurrently, Moody's has downgraded to B2 from B1 the debt issued
by Fiat's rated subsidiaries, Fiat Finance and Trade Ltd. S.A. and
Fiat Finance North America Inc., as well as Fiat Finance Canada
Ltd.'s (P)B2 rating. Additionally, all (P)NP ratings have been
confirmed. The outlook on all ratings has been changed to stable
from negative.

This rating action concludes the review for downgrade initiated on
January 7, 2014.

"Moody's have downgraded Fiat's ratings following its weaker-than-
expected performance in fiscal year 2013 and our view that the
company faces significant challenges in terms of achieving its
outlook guidance for the current fiscal year, " says Falk Frey, a
Moody's Senior Vice President and lead analyst for Fiat. "Moody's
are also concerned that Fiat may not be able to offset any further
profitability deterioration in its Latin American operation
through anticipated improvements in other regions and in its
Luxury and Performance division," Mr. Frey added. The action also
considers the EUR1.27 billion cash outflow in connection with the
company's 100% ownership of Chrysler Group LLC (B1 stable).

Ratings rationale

-- Downgrade of CFR and PDR to B1 and B1-pd, respectively --

The ratings action reflects Fiat's weaker-than-expected financial
performance in 2013 fiscal year. The company reported net revenues
of EUR86.8 billion and a trading profit of EUR3.4 billion for
fiscal year 2013, which fell slightly short of its guidance range
of EUR3.5-3.8 billion and compares unfavourably with revenues and
trading profit in fiscal year 2012 of EUR84.0 billion and EUR3.5
billion, respectively. Excluding Chrysler, Fiat generated revenues
of EUR35.6 billion in fiscal year 2013, which is on a par with its
fiscal 2012 results, and a trading profit of EUR246 million, which
represents a significant drop compared with EUR338 million in the
previous fiscal year.

While the Fiat Group's consolidated cash flow from operating
activities net of capital expenditure (capex) was slightly
positive (EUR79 million) in fiscal year 2013, the reported cash
flow from operating activities net of capex for Fiat (excluding
Chrysler) was a negative EUR1.6 billion compared with a negative
EUR2.8 billion in fiscal year 2012 partly driven by a positive
working capital inflow of EUR1.1 billion in fiscal year 2013
compared with an outflow of EUR0.6 billion in fiscal year 2012.
Fiat's (ex Chrysler) net industrial debt increased to nearly
EUR6.9 billion at 31 December 2013 from EUR5.0 billion in the
previous fiscal year.

Fiat's guidance for fiscal year-end 2014 is for consolidated net
industrial debt in the range of EUR9.8-10.3 billion. This includes
an amount of EUR2.7 billion in relation to the Q1 2014 acquisition
of the remaining Chrysler stake as well as a EUR0.3 billion IFRS
11 adjustment. Consequently, the Fiat Group expects negative
operational cash flow of between EUR0.1-0.6 billion for fiscal
2014. Moody's understands that, on a standalone basis, Chrysler is
anticipating positive free cash flow (FCF) from operating
activities for fiscal year 2014 in the USD0.5-1.0 billion range.
This will result in anticipated cash consumption for Fiat
(excluding Chrysler) of up to EUR1.0 billion. Moody's believes
that it will be challenging for Fiat to meet its targets for
fiscal year 2014, given the profitability deterioration in Latin
America, the weakening local currencies and rising competitive
pressure in the Brazilian car market.

Given that Fiat bondholders will be unable to fully access
Chrysler's on balance sheet cash and the cash flow it generates,
Moody's intends to maintain separate CFRs for Chrysler and Fiat
for the time being. However, it is likely that these would merge
over time to the extent that the financing arrangements of the two
entities converge.

Fiat's B1 rating negatively reflects (1) constraints on the
company's access to the cash and cash flows of Chrysler and
Moody's expectation that this situation is unlikely to change in
the short term (e.g., within the existing covenant limits in the
bond and loan documentation of Chrysler, dividend payouts are
limited to 50% of the net income basket, while intercompany
lending to Fiat is feasible with the only limitation that it has
to be done on an arm's length basis); (2) the weak standalone
credit metrics of Fiat as evidenced by an estimated Moody's-
adjusted debt/EBITDA of around 10.3x and reported negative free
cash flow of EUR1.5 billion for fiscal year 2013 with limited
improvement likely in fiscal year 2014; (3) Fiat's (excluding
Chrysler) high reliance on the European passenger car market,
particularly in its Italian home market, which represents
approximately half of Fiat's European car registrations; (4)
rising price pressures and rebates in Europe; (5) rapidly eroding
profitability in Latin America (mainly Brazil) driven by
increasing competition, additional capacities, high price pressure
and the weakness of the Latin American exchange rates against the
euro; (6) the group's significant overcapacities in Italy with no
immediate plan for further capacity adjustment, with Fiat planning
to utilize EMEA production base to develop its global brands (Alfa
Romeo, Maserati, Jeep and the Fiat 500 "family"); and (7) the risk
that the delay in model renewals and the absence of any major new
volume model launch in 2014 might further derail Fiat's
competitive position in Europe.

On the positive side, Fiat's rating also takes into account (1)
the inclusion of Chrysler, which has helped to improve Fiat's
previously very limited geographic diversification and potential
cost savings from increasing operational integration between Fiat
and Chrysler (e.g., common architecture, modules and technologies
as well as purchasing and world class manufacturing); (2) a strong
and growing profit contribution from Fiat's Luxury and Performance
division (namely, Maserati and Ferrari), which is driven by a
widening product offering; (3) its leading market position in
Brazil (with an approximate market share of 21.5% in 2013), which
has been the group's major source of profits and cash flows in
recent years; and (4) a dominant domestic Italian market presence,
with a market share of approximately 29%. However, sovereign
austerity programmes and the debt crisis' adverse impact on the
Italian economy could continue to negatively affect car demand in
the group's key market.

Rationale For Stable Outlook

The stable outlook reflects Moody's expectations that (1) Fiat
(excluding Chrysler) would be able to limit negative operating FCF
to below EUR1.5 billion in fiscal year 2014; (2) Fiat's losses in
Europe, the Middle East and Africa from its mass market brands can
be further reduced in the current year towards breakeven levels
anticipated to be achieved in mid-decade; (3) Maserati's model
expansion programme will further increase profits from the Luxury
and Performance division; (4) consolidated negative FCF will be
limited to around EUR1.0 billion. Furthermore, the stable outlook
anticipates that profitability deterioration in Fiat's Latin
American operations can be offset by improving performance from
other regions and in its Luxury and Performance division. A
weakening performance at Chrysler could also put pressure on
Fiat's ratings.

Liquidity

As of December 31, 2013, Fiat's liquidity profile on a standalone
basis was deemed adequate, after the approximately EUR1.27 billion
cash outflow for the acquisition of the remaining membership
interests in Chrysler in the first quarter of 2014. As of December
31, 2013, the Fiat Group (excluding Chrysler) reported EUR9.8
billion in cash and marketable securities in the industrial
business, as well as an undrawn EUR2.1 billion revolving credit
facility maturing in July 2016, which contains conditionality
language in the form of financial covenants with significant
headroom. These funding sources should cover Fiat's anticipated
cash requirements over the next 12-18 months, which comprise
capex, debt maturities, cash for day-to-day needs and minority
dividends.

Structural Considerations

The senior unsecured notes issued by Fiat's treasuries -- Fiat
Finance & Trade, Fiat Finance North America and Fiat Finance
Canada, with the latter not currently having any notes outstanding
-- are structurally subordinated to a significant portion of
liabilities located at Fiat's operating subsidiaries (mainly trade
payables), with a preferred claim on the cash flows at these
entities. Consequently, the ratings of Fiat's outstanding bonds
are currently one notch below the group's CFR, according to
Moody's Loss Given Default Methodology.

What Could Change The Ratings Down/Up

Moody's could downgrade Fiat's ratings if the company failed to
limit its standalone negative net industrial free cash flow to
EUR1.5 billion in fiscal year 2014, with no indication of a
material improvement in fiscal year 2015. The rating could also
come under downward pressure if (1) Fiat was to lose significant
market share in Europe; and/or (2) the company's earnings and cash
flow contribution from its Brazilian operations, a major source of
cash flow, were to decline to an extent that it cannot be offset
by anticipated improvements in its other regions and its Luxury
and Performance division. Negative pressure could also develop if
the Chrysler product renewal programme was to stall as evidenced
by the group's inability to generate a trading profit of around
EUR3.0 billion on a consolidated basis.

Upward pressure on Fiat's rating could come if Fiat standalone
would be able to achieve positive FCF exceeding EUR1.0 billion
that will be used to reduce debt and, on a consolidated basis,
could generate significantly more than EUR4.0 billion in trading
profit in fiscal year 2014, with visibility of further
improvements in 2015 and beyond.

Principal Methodologies

The principal methodology used in these ratings was the Global
Automobile Manufacturer Industry published in June 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Headquartered in Torino, Italy, Fiat S.p.A. is one of Italy's
leading industrial groups and one of Europe's largest automotive
manufacturers by unit sales. Fiat S.p.A. who owns 100% of Chrysler
(B1 stable), generated consolidated group net revenues of EUR86.8
billion and reported a trading profit of EUR3.4 billion in the
fiscal year 2013.


FIBERTECH NETWORKS: Moody's Rates Add-on Sr. Secured Debt 'B2'
--------------------------------------------------------------
Moody's Investors Service rated Fibertech Networks, LLC's new add-
on senior secured bank credit facility B2. At the same time, the
company's corporate family rating (CFR) and probability of default
rating (PDR) were affirmed at B2 and B2-PD, respectively. The
ratings on the existing senior secured bank credit facility were
also affirmed at B2. Fibertech's ratings outlook continues to be
stable.

The proceeds from the new $135 million add-on term loan to the
existing senior secured credit facility, comprised of a $50
million revolving term loan a $380 million term loan B, together
with cash on hand, will fund a special dividend of $159 million.

Although the dividend recapitalization is credit negative, since
pro-forma leverage will be about 4.7x (on Moody's fully adjusted
basis), which is approximately the same as prevailed a year ago
when Fibertech competed a dividend recapitalization to fund a $159
million special dividend, the transaction is neutral to
Fibertech's ratings. Accordingly, the CFR and PDR were affirmed
and the new add-on term loan was rated at the same B2 level as the
existing facility. Fibertech de-levered through EBITDA expansion
over the past years, and Moody's expects this pattern of de-
leveraging and periodic re-leveraging through special dividends to
continue with leverage hovering around the low-to-mid-4x range.

Assignments:

Issuer: Fibertech Networks, LLC

  Senior Secured Bank Credit Facility, Assigned B2 (LGD3, 49%)

Other rating and outlook actions:

Issuer: Fibertech Holdings Corp.

  Corporate Family Rating, Affirmed at B2

  Probability of Default Rating, Affirmed at B2-PD

  Outlook, Maintained at Stable

  Senior Secured Bank Credit Facility, Affirmed at B2 (LGD3, 49%)

Ratings Rationale

Fibertech's B2 corporate family rating primarily reflects the
company's very small aggregate scale, relatively weak free cash
flow resulting from aggressive growth, and the related likelihood
of debt increasing to fund shareholder returns. Fibertech's track
record of success in developing short haul fiber networks and the
sustainability of the business are positive considerations. So too
is the good revenue visibility via a solid backlog supported by
long term contracts with a diverse group of counter-parties.

Rating Outlook

The outlook is stable because Moody's expects Fibertech to
maintain leverage in the low-to-mid-4 range through a combination
of EBITDA growth coupled with more debt to fund expansion and
dividends to its private equity owner.

What Could Change the Rating - UP

Moody's would consider an upgrade if TD/EBITDA was expected to be
sustained below 4x. A rating upgrade would also involve assurance
of solid liquidity arrangements and positive industry
fundamentals.

What Could Change the Rating - DOWN

Moody's would consider a ratings downgrade if TD/EBITDA was
expected to be in excess of 5.0x, once again, on a sustained
basis. Any of a debt-financed acquisition (of more than nominal
size), adverse liquidity developments, or deteriorating industry
fundamentals could also cause downwards rating pressure.

                         Company Profile

Fibertech Networks, LLC (Fibertech) is a wholly-owned privately
held subsidiary of Fibertech Holdings Corp. (Holdings), a holding
company that owns all of the equity in companies that comprise
Fibertech Networks, a Rochester, New York-headquartered
builder/operator of last mile fiber optic networks in mid-size
cities in the Eastern and Central United States. Holdings
guarantees Fibertech's credit facilities and financial statements
are issued Holdings' name. Holdings is owned by Court Square
Capital Partners, a financial investor.

The principal methodology used in this rating was the Global
Communications Infrastructure Rating Methodology published in June
2011. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.


FREEDOM INDUSTRIES: Tank at Spill Site Had 'Nonhazardous' Contents
------------------------------------------------------------------
Kris Maher, writing for Daily Bankruptcy Review, reported that a
private inspection of a chemical-storage facility three months
before a spill there contaminated the water supply found that
tanks at the site fell short of fully complying with federal
standards, a federal official said on Feb. 10.

But the particular tank that leaked an estimated 10,000 gallons of
a coal-processing chemical blend called Crude MCHM into the Elk
River wasn't examined during the review because the substance was
considered "nonhazardous," Rafael Moure-Eraso, head of the U.S.
Chemical Safety Board, said at a congressional hearing held in
West Virginia's capital, the report related.

                    About Freedom Industries

Freedom Industries Inc., the company connected to a chemical spill
that tainted the water supply in West Virginia, sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case
No. 14-bk-20017) on Jan. 17, 2014.  The case is assigned to Judge
Ronald G. Pearson.

The Debtor is represented by Mark E Freedlander, Esq., at McGuire
Woods LLP, in Pittsburgh, Pennsylvania; and Stephen L. Thompson,
Esq., at Barth & Thompson, in Charleston, West Virginia.

The Debtor estimated assets and debt of $1 million to $10 million.

The petition was signed by Gary Southern, president.


GALATA CHEMICALS: Artek to Acquire 100% Ownership in Company
------------------------------------------------------------
Artek Surfin and Aterian Investment Partners, currently joint
owners of Galata Chemicals, have reached a definitive agreement
whereby Artek Surfin will acquire Aterian's shares in Galata
Chemicals. The transaction is expected to close in March. The
company will continue to operate as it does today with the current
organization in place.

"Over the past four years, Aterian and Artek have successfully
partnered with the Galata Chemicals organization to build a leader
in PVC Additives with a global footprint and an expanded portfolio
of innovative products," said Steven McKeown, President and COO of
Galata Chemicals. "We are thankful for Aterian's significant
contribution to the turnaround and growth of Galata Chemicals and
look forward to continue to partner with Artek as we enter the
next phase of our growth strategy."

Michael Fieldstone, partner at Aterian, added "It has been a
pleasure to partner with Artek and the dedicated and talented
Galata management team in the Company's successful reinvigoration
and new product development efforts. We are thrilled by the
outcome and look forward to watching Artek and the Company in its
continued success."

"We are extremely excited about the growth opportunities Galata's
business has and are committed to growing this business, including
the addition of manufacturing assets in Asia," said Vishal Goenka.
"To get to where Galata is today would not have been possible
without a great partner in Aterian and the enthusiasm of TEAM
GALATA."

                         Galata Chemicals

Galata Chemicals is a leading global producer of plastics
additives including mixed metal heat stabilizers, organotin heat
stabilizers, epoxidized soybean oil, polymer modifiers, tin
catalysts and bio-based plasticizers. Additional information
concerning Galata is available at www.galatachemicals.com.

                               Artek

Artek Surfin Chemicals and its group company Sterling Auxiliaries
are one of the largest specialty chemical companies in India,
focusing on surfactants, alkyl alkanol amines, textile chemicals,
metal finishing and other specialty chemical sectors. Artek has
substantial experience developing and operating chemical plants
and distributing and marketing specialty chemical products
internationally.

                    Aterian Investment Partners

Aterian Investment Partners ("Aterian") is an operationally-
focused middle market private equity firm focused on investing in
businesses that are financially or operationally challenged, yet
strategically viable with well-defined reasons to exist. Aterian
invests in turnarounds, distressed situations, restructurings,
carve-outs, underperformers or other complex investment situations
in middle market companies generating $25 million to $500 million
of revenue. After making an investment, Aterian, in partnership
with portfolio company management teams, seeks to relentlessly
focus on the critical growth, cost and liquidity initiatives of a
business in an effort to drive value creation. The Aterian
principals have extensive professional experience having
collectively worked on over 100 transactions representing over
$1.25 billion of invested equity as well as $6.5 billion of debt
financings.

CONTACT: Yaquelin Abreu
         info@galatachemicals.com
         +1 (203) 236-9002


GGW BRANDS: Girls Gone Wild Settles $6MM Claim Over Flashing Video
------------------------------------------------------------------
Law360 reported that a trustee for adult entertainment company GGW
Brands LLC asked a California bankruptcy judge to approve a
settlement that will allow a Missouri woman who was involuntarily
filmed exposing her breasts and featured in a pornographic video
to enter a claim to collect the majority of a $5.8 million debt
she is owed by affiliated companies.

According to the report, as part of the proposed deal, Tamara
Favazza has agreed to reduce her claim against GGW and the estates
of its subsidiaries, GGW Marketing LLC, GGW Events LLC, among
others.

                         About GGW Brands

Santa Monica, California-based GGW Brands, LLC, the company behind
the "Gils Gone Wild" video, filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 13-15130) on Feb. 27, 2013.  Judge Sandra R.
Klein oversees the case.  The company is represented by the Law
Offices of Robert M. Yaspan.  The company disclosed $0 to $50,000
in estimated assets and $10 million to $50 million in estimated
liabilities in its petition.

Affiliates GGW Events LLC, GGW Direct LLC and GGW Magazine LLC
also sought Chapter 11 protection.

In April 2013, R. Todd Neilson, an ex-FBI agent, was appointed as
Chapter 11 Trustee to take over the companies.  Mr. Neilson has
investigated failed solar-power company Solyndra and was involved
in the Mike Tyson and Death Row Records bankruptcy cases.

GGW Marketing, LLC, GGW Brands' affiliate, filed a voluntary
Chapter 11 petition on May 22, 2013, before the United States
Bankruptcy Court Central District Of California (Los Angeles).
The case is assigned Case No.: 13-23452.  Martin R. Barash, Esq.,
and Matthew Heyn, Esq., at Klee, Tuchin, Bogdanoff and Stern, LLP,
in Los Angeles, California, represent GGW Marketing.


GLOBAL A&T: Bondholders Sue Firm Over Debt Swap
-----------------------------------------------
Fiona Law, writing for The Wall Street Journal, reported that
bondholders angered by a complex debt swap of a TPG Capital-backed
Singaporean semiconductor company are taking legal action to push
for a reversal of the transaction.

According to the report, investors including Blackstone Group LP
and hedge fund giant Farallon Capital Management LLC are jointly
suing Global A&T Electronics Ltd.  GATE's bond price plunged as
much as 32% after a September debt swap, which drew a rating cut
from Moody's.

Lowenstein Sandler, a U.S.-based law firm appointed by an investor
group holding half of the US$625 million in bonds issued by GATE
early last year, filed with the Supreme Court of the state of New
York on Feb. 10 to sue GATE, as well as private equity giants TPG
and Equity Partners, who own the company, the report related.

According to the court filing, GATE has breached the contract, the
report further related.  It calls for the debt swap to be undone
and bondholders to be compensated.  GATE spokeswoman Josephine Lim
said the exchange was in full compliance with all agreements.

The dispute was sparked when the company issued senior bonds in
September to pay off a loan ranked as junior and lower down on the
capital structure, the report further related.  But holders of
senior debt sold in January say the September offering dilutes
their holdings as more junior creditors now have "leapfrogged" up
the company's debt structure and have the same claim to assets as
they do, should there be a default.


GRAND CENTREVILLE: Wants Plan Filing Extended Until July 31
-----------------------------------------------------------
Grand Centreville, LLC, filed a second request, asking the U.S.
Bankruptcy Court for the Eastern District of Virginia to extend
its exclusive periods to file a Chapter 11 Plan until July 31,
2014, and solicit acceptances for that Plan until Sept. 29.

The Court, in an order dated Jan. 22, extended the Debtor's
exclusive filing period until Feb. 13; and solicitation period
until April 14.

The Debtor relates that Black Creek Consulting, Ltd., the
receiver, has been working diligently to manage the Debtor,
preserve the value for its creditors and equity ownership, and
develop a plan to efficiently and effectively accomplish the same.

                       About Grand Centreville

Grand Centreville, LLC, filed a Chapter 11 petition (Bankr. E.D.
Va. Case No. 13-13590) on Aug. 2, 2013.  The petition was signed
by Michael L. Schuett, principal of Black Creek Consulting Ltd.,
the receiver.  Judge Robert G. Mayer presides over the case.
Paula S. Beran, Esq., and Lynn L. Tavenner, Esq., at Tavenner &
Beran, PLC, in Richmond, Va., represents the Debtor as counsel.
In its schedules, the Debtor disclosed $40,550,045.74 in assets
and $26,247,602.00 in liabilities as of the petition date.


GLOBAL AVIATION: Court Okays Stipulation on Wells Fargo Aircraft
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
stipulation between Global Aviation Holdings Inc., et al., and
Wells Fargo Bank Northwest, National Association, not in its
individual capacity, but solely as trustee, extending the period
under Section 1110 of the Bankruptcy Code.

On Jan. 11, 2014, North American Airlines, Inc., and Wells Fargo,
as Aircraft Creditor or Lessor, stipulated that in consideration
of the agreement by the Aircraft Creditor to extend the Section
1110 Period, and as consideration for the Lessee's use of the
Aircraft Equipment during the Section 1110 Period and the
Extension Period, the Lessee will:

   i) make monthly rent payments to the Aircraft Creditor based
      on the amounts set forth in the parties' Term Sheet;

  ii) two business days after Court approval of this stipulation,
      pay to the Aircraft Creditor the Section 1110 Period
      Payment; and

iii) comply with the other terms of this stipulation and the
      Aircraft Agreements, as modified during the Extended Section
      1110 Period by the stipulation including the Term Sheet.

The stipulation will terminate (i) three business days after
receipt by the Aircraft Creditor of written notice from the Lessee
explicitly terminating the stipulation and rejecting the Aircraft
Agreements; or (ii) upon receipt by the Lessee of written notice
from the Aircraft Creditor of the occurrence of a stipulation
default and specifying the Aircraft Creditor's intent to terminate
the stipulation, unless such stipulation default is cured, if
capable of being cured, within a three-business day period or if
the stipulation default is an event of default under the Aircraft
Agreements as modified by the stipulation, then within the period
specified in the Aircraft Agreements.

A copy of the stipulation is available for free at:

     http://bankrupt.com/misc/GlobalAviation_stipulation.pdf

                   About Global Aviation Holdings

Global Aviation Holdings Inc. -- http://www.glah.com-- the parent
company of North American Airlines and World Airways, sought
Chapter 11 bankruptcy protection on Nov. 12, 2013.  North American
Airlines, founded in 1989, operates passenger charter flights
using B767-300ER aircraft.  Founded in 1948, World Airways --
http://www.woa.com-- operates cargo and passenger charter flights
using B747-400 and MD-11 aircraft.

The parent of World Airways Inc. and North American Airlines Inc.
implemented a prior Chapter 11 reorganization in February 2013.
The new case is In re Global Aviation Holdings Inc., 13-12945,
U.S. Bankruptcy Court, District of Delaware (Wilmington). The
prior case was In re Global Aviation Holdings Inc., 12-bk-40783,
U.S. Bankruptcy Court, Eastern District New York (Brooklyn).

Peachtree City, Georgia-based Global blamed the new bankruptcy on
decreased flying for the government that reduced revenue for the
first nine months of this year to $354 million from $486 million
in the same period of 2012.

The 2013 petition shows assets and debt both exceeding $500
million. In the first bankruptcy, Global listed $589.8 million in
assets and debt of $493.2 million.

In the 2013 case, the Debtors are represented by Kourtney Lyda,
Esq., at Haynes and Boone, LLP, in Houston, Texas; and Christopher
A. Ward, Esq., at Polsinelli PC, in Wilmington, Delaware.

The first lien agent is represented by Michael L. Tuchin, Esq., at
Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California.

Wells Fargo Bank, National Association, agent to the second
lienholders and third lienholders, is represented by Mildred
Quinones-Holmes, Esq., at Thompson Hines LLP, in New York.


HANGER ROOM: Shuttered Steakhouse Back in Chapter 11
----------------------------------------------------
The Hanger Room, Inc., filed for Chapter 11 bankruptcy (Bankr. D.
Minn. Case No. 14-30460) on Feb. 7, 2014, listing under $1 million
in both assets and liabilities.  The case was filed pro se,
meaning the paperworks were filed without bankruptcy counsel.  A
copy of the petition is available at no extra charge at
http://bankrupt.com/misc/mnb14-30460.pdf

Nick Halter, writing for Minneapolis / St. Paul Business Journal,
reported that last Friday's filing was Hanger Room's second in
five months.  Business Journal noted that Nick Miller, owner of
shuttered steakhouse, is waging a legal battle with the
restaurant's creditors, who claim the once-acclaimed eatery owes
them $1.25 million.  The alleged debts are much higher than the
$105,000 that was reported in 2012, when owner Mr. Miller told
patrons on Facebook he was reorganizing and would reopen the
steakhouse.

According to Business Journal, the trustee for the creditors
alleges in a Feb. 10 filing that Hanger Room is using the legal
system to stall the repayment of creditors.

According to Business Journal, U.S. Trustee Michael McDermott is
asking the Bankruptcy Court to dismiss the case or convert it into
a Chapter 7 case, which would force Hanger Room to liquidate its
assets to pay its creditors.  The U.S. Trustee said Hanger Room
"out of business, has no income, has no employees and has no funds
with which to to recommence operations."

Hanger Room filed for Chapter 11 in October, but that case was
dismissed by U.S. Bankruptcy Judge Katherine Constantine on
Jan. 22.


HOUSTON REGIONAL: Judge Won't Stay Ruling Pending Astros Appeal
---------------------------------------------------------------
Bankruptcy Judge Marvin Isgur on Tuesday denied the request of the
Houston Astros to stay the enforcement of his order formally
placing Houston Regional Sports Network, L.P. d/b/a Comcast
SportsNet Houston, under Chapter 11 bankruptcy protection.

The Astros have taken an appeal from Judge Isgur's ruling, and
asked the Bankruptcy Court for a stay pending appeal.  The Houston
Chronicle said the U.S. District Judge Lynn Hughes will oversee
the appeal and could require several weeks to rule.

"These teams are important to our community," Judge Isgur said
Tueday, according to David Barron, writing for the Houston
Chronicle.  "Putting a stay in place means that we are going to
keep these programs off TV longer, and I think the community that
I live in wants to have to have them on TV faster.  That's what
everybody has told me."

Harry Perrin, Esq., represents Astros owner Jim Crane.

Comcast is represented by Craig Goldblatt, Esq.

The Houston Rockets basketball club has agreed with Comcast that
the network should stay under Chapter 11 supervision.  Alan Gover,
Esq., represents the Rockets.

               About Houston Regional Sports Network

An involuntary Chapter 11 bankruptcy petition was filed against
Houston Regional Sports Network, L.P. d/b/a Comcast SportsNet
Houston (Bankr. S.D. Tex. Case No. 13-35998) on Sept. 27, 2013.

The involuntary filing was launched by three units of Comcast/NBC
Universal and a television-related company.  The petitioners are:
Houston SportsNet Finance LLC, Comcast Sports Management Services
LLC, National Digital Television Center LLC, and Comcast SportsNet
California, LLC.

The petitioning creditors have filed papers asking the Bankruptcy
Judge to appoint an independent Chapter 11 trustee "to conduct a
fair and open auction process for the Network's business assets on
a going concern basis."

Houston Regional Sports Network is a joint enterprise among
affiliates of the Houston Astros baseball team, the Houston
Rockets basketball team, and Houston SportsNet Holdings, LLC --
"Comcast Owner" -- an affiliate of Comcast Corporation.  The
Network has three limited partners -- Comcast Owner, Rockets
Partner, L.P., and Astros HRSN LP Holdings LLC.  The primary
purpose of Houston Regional Sports Network is to create and
operate a regional sports programming service that produces,
exhibits, and distributes sports programming on a full-time basis,
including live Astros and Rockets games within the league-
permitted local territories.

Counsel for the petitioning creditors are Howard M. Shapiro, Esq.,
at Wilmer Cutler Pickering Hale and Dorr LLP; George W. Shuster,
Jr., Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; Vincent
P. Slusher, Esq., at DLA Piper; and Arthur J. Burke, Esq., at
Davis Polk & Wardwell LLP.

Judge Marvin Isgur presides over the case.


HOWREY LLP: Court Nixes Ch.11 Trustee's Fraudulent Transfer Claims
------------------------------------------------------------------
Allan B. Diamond, Chapter 11 Trustee for defunct law firm Howrey
LLP, filed multiple nearly identical complaints for avoidance and
recovery of actual and constructive fraudulent transfers and for
an accounting and turnover and other relief, seeking to recover
from several law firm defendants the value of profits received by
them with respect to unfinished business that previously had been
handled by the Debtor.  The Chapter 11 Trustee contends that a
prepetition waiver of the Debtor's interest in profits realized or
to be realized from its unfinished business constituted a
fraudulent transfer.

On Oct. 23, 2013, the court held a hearing on motions to dismiss
filed by nine of these defendants.  In a Feb. 7, 2014 Memorandum
Decision available at http://is.gd/xvB8ddfrom Leagle.com,
Bankruptcy Judge Dennis Montali said he will grant the motions, in
part, and deny them, in part, although the Chapter 11 Trustee will
be given leave to amend the complaints in some respects, to state
claims against the Defendants other than under the fraudulent
transfer theories.

Judge Montali directed counsel for the Chapter 11 Trustee to
prepare and circulate among the defendants forms of orders
granting and denying the various motions, consistent with the
Court's Memorandum Decision as applied to the circumstances of
each defendant.  Those orders, the judge said, should permit leave
to amend the complaint to seek an accounting (not a fraudulent
transfer recovery) based upon Howrey Unfinished Business that went
with partners who left the Debtor prior to dissolution.  The
amended complaints should be filed and served no later than 30
days following entry of the specific orders granting the
particular defendant's motion.

The court will hold a continued status conference in the six
adversary proceedings on March 25, 2014, at 9:30 a.m.

By the time of the Oct. 23 hearing, three defendants had settled,
leaving for argument and decision motions in these six adversary
proceedings:

     * 13-3056 (Haynes & Boone LLP);
     * 13-3057 (Neal, Gerber & Eisenberg LLP);
     * 13-3060 (Kasowitz Benson Torres & Friedman LLP);
     * 13-3093 (Jones Day LLP);
     * 13-3094 (Hogan Lovells US); and
     * 13-3095 (Pillsbury Winthrop Shaw Pittman LLP).

Three defendants initially filed separate motions to dismiss, then
joined with three others in a joint motion to dismiss.  Three
other defendants filed separate motions to dismiss.  The six
adversary proceedings have not been consolidated.

The Court's Memorandum Decision is being filed in each of the six
adversary proceedings, with changes only in the caption.  Orders
disposing of the motions will be separately filed in each of those
six actions.

                         About Howrey LLP

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Cal. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP.  The filing
was in San Francisco, where the firm had an office.  The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP.  The firm at one time had more than 700 lawyers in 17
offices.  The partners voted to dissolve in March 2011.

The firm specialized in antitrust and intellectual-property
matters.  The three creditors filing the involuntary petition
together have $36,600 in claims, according to their petition.

The involuntary chapter 7 petition was converted to a chapter 11
case in June 2011 at the request of the firm.  In its schedules
filed in July, the Debtor disclosed assets of $138.7 million and
liabilities of $107.0 million.

Representing Citibank, the firm's largest creditor, is Kelley
Cornish, Esq., a partner at Paul, Weiss, Rifkind, Wharton &
Garrison.  Representing Howrey is H. Jason Gold, Esq., a partner
at Wiley Rein.

The Official Committee of Unsecured Creditors is represented in
the case by Bradford F. Englander, Esq., at Whiteford, Taylor And
Preston LLP.

In September 2011, Citibank sought conversion of the Debtor's case
to Chapter 7 or, in the alternative, appointment of a Chapter 11
Trustee.  The Court entered an order appointing a Chapter 11
Trustee. In October 2011, Allan B. Diamond was named as Trustee.
He is represented by Andrew Baxter Ryan, Esq., and Stephen Todd
Loden, Esq., at Diamond McCarthy LLP as counsel.


ILLINOIS INSTITUTE: Fitch Affirms 'BB-' Rating on $189.3MM Bonds
----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB-' rating on approximately
$189.3 million of outstanding Illinois Finance Authority revenue
bonds issued on behalf of Illinois Institute of Technology (IIT,
or the institute).

The Rating Outlook is Stable.

SECURITY

Revenue bonds are a general obligation of IIT.  Additionally,
IIT's series 2009 revenue bonds are secured by a cash-funded debt
service reserve.

KEY RATING DRIVERS

OPERATING IMPROVEMENT MAINTAINED: In fiscal 2013, IIT continued
its recent trend of recording positive operating results, as the
institute had a 0.3% GAAP-based operating margin (including
endowment distribution).  While this is below the fiscal 2012
margin of positive 1.6%, it is IIT's second consecutive gain
following several years of operating deficits.

MANAGEABLE DEBT BURDEN: Improved operations have enabled IIT to
cover pro forma maximum annual debt service (MADS) from net
operating income by over 1.5x for each of the past three fiscal
years; 1.6x in fiscal 2013.  Moreover, its debt burden remains
manageable, with MADS consuming a moderate 6.1% of fiscal 2013
unrestricted operating revenues.

WEAK, BUT IMPROVING FINANCIAL CUSHION: IIT's balance sheet cushion
remains weak, characterized by limited balance sheet resources
relative to operations and debt.  However, growth in available
funds, driven in part by favorable investment returns and ongoing,
planned reductions in its annual endowment draw resulted in
improved liquidity metrics for fiscal 2013.

STEADY STUDENT DEMAND: The institute has a solid track record of
generating stable student demand over the past several years, with
growth in undergraduate enrollment offsetting recent softening in
graduate program demand, notably law; which Fitch notes is
consistent with national trends.

RATING SENSITIVITIES

SUSTAINED OPERATING IMPROVEMENT: Sustained improvement in IIT's
operating performance driven by recently favorable undergraduate
and graduate enrollment trends could yield upward rating pressure.

BALANCE SHEET CUSHION: Despite a still weak balance sheet cushion,
steady improvement in liquidity metrics, coupled with annual
breakeven to positive operating results, could provide further
rating momentum.

CREDIT PROFILE

IIT is a private, technical engineering institute established in
1940.  Located in Chicago, Illinois, IIT operates five campuses in
the Chicagoland marketplace with its main campus located four
miles from downtown Chicago.  Fall 2013 headcount of 7,850
students and full-time equivalent (FTE) enrollment of 7,423 are up
2.2% and 3%, respectively, from fall 2012.  Growth in
undergraduate enrollment had offset softening in graduate program
demand over the past few years, although graduate enrollment
ticked up again in fall 2013.  However, IIT's law school, which
makes up about 13% of total enrollment, continues to experience
enrollment declines, which Fitch notes is consistent with national
trends.  To date, management notes that undergraduate and graduate
applications for fall 2014 are trending favorably to the prior
year, indicating continued overall enrollment stability going into
fiscal 2015.

Operating Improvement Maintained

IIT maintained its recent operating improvement in fiscal 2013,
posting a positive 0.3% operating margin.  While this is just
above breakeven and below the prior year's level, it is IIT's
second consecutive year with an operating surplus following
several years of deficits.  Operating stability continued to be
driven by management's multi-year financial turnaround plan that
has focused on various cost containment and revenue enhancement
initiatives.  Similar to many other private institutions, IIT's
largest revenue source is student-generated revenue (57.3% of
fiscal 2013 operating revenues), although it also benefits from
grant and contract revenues which provide a modest level of
revenue diversity.

Operating losses from prior years led IIT to rely more heavily on
its endowment and to draw in excess of its stated endowment payout
policy.  However, the expense controls and revenue enhancement
initiatives implemented over the past few fiscal years enabled IIT
to annually reduce its endowment payout, with no excess draw
needed since fiscal 2011; a factor viewed favorably by Fitch.  Its
total endowment draw declined to $10.7 million in fiscal 2013 from
$13 million in fiscal 2012 and $15.6 million in fiscal 2011.  The
fiscal 2014 draw is similar to the fiscal 2013 level at about
$11.1 million, which is in line with the institute's 5% spending
policy and considered a sustainable level by Fitch.

Management's continued focus on conservative budgeting and
financial planning are anticipated to yield another breakeven to
slightly positive result for fiscal 2014.  Based on unaudited
interim results as of Dec. 31, 2013 and favorable enrollment
patterns, Fitch believes management's budget assumptions are
realistic.  Maintenance of at least a breakeven level of operating
performance coupled with balance sheet liquidity remaining at or
above current levels, could result in upward rating potential.
While IIT's participation in the U.S. Department of Education's
(DOE) Student Financial Assistance (SFA) programs remains on
provisional status, it was relieved of additional procedural and
reporting requirements in 2013.  This follows its release in 2012
from a requirement to post a letter of credit supporting a portion
of its annual SFA volume, both of which Fitch views positively and
indicates IIT's operating improvement.  Based on its financial
performance to date, IIT anticipates the provisional status will
be lifted following the close of fiscal 2014; which would mark the
third consecutive year of meeting DOE financial metric thresholds.
Fitch will continue to monitor IIT's status, but believes its
expectations are reasonable based on recent enrollment trends and
operating results.  Importantly, Fitch notes that IIT's
provisional status has not adversely impacted demand or students
access to federal aid.

Manageable Debt Burden

IIT's debt burden remains manageable, with MADS of approximately
$16.2 million (fiscal 2024) consuming a moderate 6.1% of fiscal
2013 unrestricted operating revenues of $266.5 million (including
endowment distribution).  MADS includes about $1.5 million of debt
service associated with IIT's research subsidiary, IITRI, that is
non-recourse to the institute. IIT's lack of additional debt plans
should serve to keep its debt burden manageable going forward.
Moreover, as a result of its improved operating performance, IIT
produced MADS coverage from net operating income of over 1.5x for
each of the past three fiscal years; 1.6x in fiscal 2013.  Fitch
notes that IIT's leverage metrics as measured by burden and
coverage compare favorably to those of other private colleges and
universities similarly rated by Fitch.

Weak, But Improving Financial Cushion

One of Fitch's key credit concerns remains IIT's weak balance
sheet cushion.  However, despite fluctuating over the past few
years, available funds (defined as cash and investments not
permanently restricted) improved to $26.8 million as of May 31,
2013 from negative $2.3 million as of May 31, 2012.  While
available funds still only covered fiscal 2013 expenses and
outstanding debt by a very low 10.1% and 12.4%, respectively,
these metrics are the highest recorded in several years.
Available funds improved further to $28.9 million as of Dec. 31,
2013 (unaudited).

IIT's ongoing fundraising campaign raised approximately
$150 million to date towards its $250 million goal.  Of the amount
raised, about two-thirds have been collected.  The campaign runs
through 2016.  A portion of campaign proceeds are expected to
augment IIT's endowment, as well as fund certain capital
expenditures.  This should alleviate the need for any additional
borrowing, which is viewed positively as Fitch does not believe
IIT has any further debt capacity at the current rating level.


INDEMNITY INSURANCE: Commish Blasts Doc Request by Units
--------------------------------------------------------
Law360 reported that Delaware Insurance Commissioner Karen Weldin
Stewart said that a request by bankrupt affiliates of nightclub
insurer Indemnity Insurance Corp. RRG to gain access to records
from the company's offices is an attempted "end run" around the
receivership ordered by the chancery court.

According to the report, in a preliminary objection before the
Delaware bankruptcy court, Stewart argues that any document
request should be made before the state's chancery court, which is
overseeing IIC's state rehabilitation proceedings.


IRISH BANK: Halts Borrower's Suit in Federal District Court
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Judge Christopher Sontchi in the U.S. Bankruptcy
Court in Delaware enjoined the lawsuit filed by a borrower named
John Flynn against Irish Bank Resolution Corp. Ltd.

According to the report, the lawsuit, filed two days later after
IBRC received bankruptcy protection in a New York federal court,
alleged that IBRC's predecessor banks committed fraud.  Kieran
Wallace and Eamonn Richardson, the foreign representatives of
IBRC, responded by filing papers in Judge Sontchi's court in late
December seeking to have the New York case enjoined.

Judge Sontchi ruled that the Irish company was likely to win by
establishing that Flynn's New York suit was barred by IBRC's
Chapter 15 protection in the U.S., the report related.

The report also related that Flynn had a lawsuit on file against
IBRC and a predecessor bank when the Chapter 15 case began. Judge
Sontchi halted that suit in December.

Flynn's new lawsuit attempted to avoid the Chapter 15 injunction
by not naming the IBRC as a defendant, Mr. Rochelle pointed out.
IBRC's foreign representatives are defendants, and they are
claimed by Flynn to have committed bankruptcy fraud.

                   About Irish Bank Resolution

Irish Bank Resolution Corp., the liquidation vehicle for what was
once one of Ireland's largest banks, filed a Chapter 15 petition
(Bankr. D. Del. Case No. 13-12159) on Aug. 26, 2013, to protect
U.S. assets of the former Anglo Irish Bank Corp. from being
seized by creditors.  Irish Bank Resolution sought assistance
from the U.S. court in liquidating Anglo Irish Bank Corp. and
Irish Nationwide Building Society.  The two banks failed and were
merged into IBRC in July 2011.  IBRC is tasked with winding them
down and liquidating their assets.  In February, when Irish
lawmakers adopted the Irish Bank Resolution Corp., IBRC was
placed into a special liquidation in the Irish High Court to
complete liquidation and distribution of the two banks' assets.

IBRC's principal asset as of June 2012 was a loan portfolio
valued at some EUR25 billion (US$33.5 billion). About 70 percent
of the loans were to Irish borrowers. Some 5 percent of the
portfolio was under U.S. law, according to a court filing.  Total
liabilities in June 2012 were about EUR50 billion, according
to a court filing.

Most assets in the U.S. have been sold already.  IBRC is involved
in lawsuits in the U.S.

IBRC was granted protection under Chapter 15 of the U.S.
Bankruptcy Code in December 2013.


INDUSTRIAS AUXILLIARES: Q.E.P. to Acquire U.S. Subsidiary
---------------------------------------------------------
Q.E.P. CO., INC. on Feb. 11 announced its intent to purchase Faus
Group, Inc. ("Faus USA").

Faus USA manufactures premium laminate flooring and accessories.
Faus USA is a wholly-owned subsidiary of Industrias Auxilliares
Faus, S.L.U. ("Faus Spain") a Spanish company that is in
bankruptcy.  The Spanish bankruptcy court has approved the Company
entering into a stock purchase agreement to acquire all of the
capital stock of Faus USA and certain intellectual property rights
held by Faus Spain, subject to a period for review of the proposed
transaction by the creditors of Faus Spain.

The Company currently expects the transaction to be completed
before the end of February 2014, although the possibility exists
that the transaction will not be successfully completed or that
the closing may be delayed.  The Company will provide additional
information when the transaction is completed.

Industrias Auxiliares Faus, S.L.U. -- http://www.fausgroup.com/--
designs, develops, manufactures, and supplies laminate flooring
for commercial and residential use in Spain and internationally.
The company offers wood, stone, and ceramic floors, as well as
moldings. It also provides melamine products, laminate products,
machined components, doors, wall and ceiling coverings, and self
assembly kits.  The company was founded in 1953 and is based in
Gandia, Spain.  It has facilities in Europe, Asia, and the United
States.


INNOVATIVE COMPOSITES: Files Financials, To Seek Lifting of MCTO
----------------------------------------------------------------
Innovative Composites International Inc. on Feb. 11 announced the
filing of its audited annual financial statements for the year
ended September 30, 2013, the related management's discussion and
analysis, and Chief Executive Officer and Chief Financial Officer
certificates for this period.

On January 24, 2014, the Corporation announced that it was
applying to the Ontario Securities Commission for a management
cease trade order (the "MCTO"), which was granted on February 7,
2014, for failing to file the Required Filings before the
January 28, 2014 filing deadline, but with the expectation that
such filing would occur by February 11, 2014.  Once the Ontario
Securities Commission has reviewed the Required Filings, it is
expected that the MCTO will be lifted.

In accordance with the provisions of the alternative information
guidelines specified by National Policy 12-203, the Corporation
reports that since the January 24, 2014 announcement there have
not been any other material changes to the information contained
therein, nor any failure by the Corporation to fulfill its
intentions as stated therein with respect to satisfying the
provisions of the alternative information guidelines, and there
are no additional defaults, other than the delay in filing the
Required Filings.  There is no additional material information
respecting the Corporation and its affairs that has not been
generally disclosed and there are no insolvency proceedings
against the Corporation as of the date hereof.

         About Innovative Composites International Inc.

Headquartered in Toronto, Canada, Innovative Composites
International Inc. -- http://www.innovativecompositesinc.com-- is
a high-tech engineering and manufacturing company whose goal is to
utilize its proprietary "green" composite materials and building
systems to provide innovative, engineered product solutions to
markets that include automotive and transportation, shelters and
containers, construction and housing, and industrial applications.


IZAKAYA LLC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Izakaya, LLC
          dba Kushi Izakaya & Sushi
          dba Kushi
        465 K Street, NW
        Washington, DC 20001

Case No.: 14-00088

Chapter 11 Petition Date: February 11, 2014

Court: United States Bankruptcy Court
       District of Columbia
       (Washington, D.C.)

Judge: Hon. Martin S. Teel, Jr.

Debtor's Counsel: Steven H. Greenfeld, Esq.
                  COHEN, BALDINGER & GREENFIELD LLC
                  2600 Tower Oaks Blvd., Suite 103
                  Rockville, MD 20852
                  Tel: 301-881-8300
                  Fax: 301- 881-8350
                  Email: steveng@cohenbaldinger.com

Total Assets: $15,335

Total Liabilities: $1.31 million

The petition was signed by Darren Norris, managing member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/dcb14-88.pdf


JAMES RIVER: Has Restructuring Advisers
---------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that James River Coal Co., an operator of coal mines
mostly in central Appalachia, hired Perella Weinberg Partners LP
as a restructuring adviser, according to people familiar with the
matter.

According to the report, Moody's Investors Service said in May
that James River will continue consuming cash unless it can reduce
costs by $5 a ton, absent a "substantive improvement in thermal
coal markets."

Richmond, Virginia-based James River filed for Chapter 11
reorganization in April 2003 and emerged from bankruptcy a little
more than one year later.

The $47.3 million in 4.5 percent senior unsecured convertible
notes due in 2015 traded on Jan. 27 for 32.125 cents on the
dollar, to yield 82.105 percent, according to Trace, the bond-
price reporting system of the Financial Industry Regulatory
Authority. The $270 million in 7.875 percent senior unsecured
notes due in 2019 last traded on Feb. 3 for 24.46 cents on the
dollar, for a yield of 49.446 percent, Trace reported.

The stock fell 19 percent on Feb. 3, closing at a record low of 89
cents in New York trading, according to Bloomberg data. In the
past three years, the high was $25.14 on April 1, 2011.

                         About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $14.99 million.  James River reported a net loss of
$138.90 million in 2012, as compared with a net loss of $39.08
million in 2011.  The Company's balance sheet at Sept. 30, 2013,
showed $1.06 billion in total assets, $818.69 million in total
liabilities and $247.34 million in total shareholders' equity.

                           *     *     *

In the May 24, 2013, edition of the TCR, Moody's Investors Service
downgraded James River Coal Company's Corporate Family Rating to
Caa2 from Caa1.

"While the company continues to take actions to reposition
operations and shore up its balance sheet, we expect external
factors will preclude James River from maintaining credit measures
and liquidity consistent with the Caa1 rating level," said Ben
Nelson, Moody's lead analyst for James River Coal Company.

As reported by the TCR on Nov. 19, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Richmond, Va.-based
James River Coal Co. to 'CCC' from 'SD' (selective default).

"We raised our rating on James River Coal because we understand
that the company has stopped repurchasing its debt at deep
discounts, for the time being," said credit analyst Megan
Johnston.


KIDSPEACE CORP: U.S. Trustee Withdraws Case Dismissal Request
-------------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, has withdrawn her
motion to dismiss Kidspeace Corporation, et al.'s Chapter 11 case.

As reported Troubled Company Reporter on Dec. 26, 2013, Healthcare
Finance Group, LLC, as agent and a lender under the Debtor's
debtor-in-possession financing facility, and HFG Healthco-4 LLC,
as lender under the DIP facility, joined the Debtors' objection to
U.S. Trustee's motion to dismiss the Debtors' Chapter 11 cases.

UMB Bank, N.A., in its capacity as bond trustee, also supported
the objections to the dismissal motion.

The Official Committee of Unsecured Creditors also objected to the
dismissal of the case.

As reported by the TCR on Dec. 11, 2013, the U.S. Trustee seeks
case dismissal as a result of the Debtors' failure to file monthly
operating reports for August, September and October 2013; and to
pay the U.S. Trustee fees.  The Debtors asked the Bankruptcy Court
to deny the U.S. Trustee's dismissal motion, asserting that they
have addressed and cured the issues raised by the U.S. Trustee and
that grounds do not exist to dismiss their cases.

The Debtors told the Bankruptcy Court that they are now current
with respect to the filing of their monthly operating reports.
With respect to the outstanding fees owed to the U.S. Trustee, the
Debtor said payment was made and received by the U.S. Trustee on
Nov. 25, 2013, bringing the Debtors current with respect to same.
With regards to the filing of a plan of reorganization and
disclosure statement, the Debtors maintain they have been working
with the Bond Trust, the Pension Benefit Guaranty Corporation and
the Committee on a consensual plan of reorganization.

In a separate objection, the Committee said the Debtors have
provided it with what the Committee believes to be full
transparency with respect to the Debtors' financial condition
throughout the course of these Cases.  Based on the information
provided by the Debtors, the Committee does not believe that the
pendency of the Cases has adversely impacted the Debtors' ability
to run their businesses or meet their ongoing post-petition
obligations on a financial basis.

                       About KidsPeace Corp.

KidsPeace Corp., a provider of behavioral services for children,
filed a petition for Chapter 11 reorganization (Bankr. E.D. Pa.
Case No. 13-14508) on May 21, 2013, in Reading, Pennsylvania.

KidsPeace operates a 96-bed pediatric psychiatric hospital in
Orefield, Pennsylvania.  Assets are $86.7 million, and debt on the
books is $158.6 million, according to a court filing.

The Debtor, which sought bankruptcy protection with eight
affiliates, tapped Norris McLaughlin & Marcus, P.A. as counsel;
EisnerAmper LLP as financial advisor, and Rust Omni as claims and
notice agent.

Assets total $158,587,999 at the end of 2012.  The Debtors owe
approximately $56,206,821 in bond debt, and they have been told
that their pension liability is allegedly about $100,000,000 of
which the Debtors currently reflect $83,049,412 on their books.

KidsPeace sought Chapter 11 (i) as a means to implement a
negotiated restructuring of bond debt currently aggregating
approximately $51,310,000 plus accrued interest to a reduced
amount of approximately $24 million in new 30-year bonds with
interest at 7.5 percent, and (ii) to continue on-going
negotiations with the Pension Benefit Guaranty Corporation in
hopes of reducing the PBGC asserted obligation of $100+ million to
an amount that the Debtors can reasonably expect to satisfy.

The Debtor disclosed $157,930,467 in assets and $168,768,207 in
liabilities as of the Chapter 11 filing.

Since March 2012, MK has been exploring possible affiliation or
acquisition opportunities; however, no offer of an affiliation or
acquisition has been presented to the Debtors.

Gemino Healthcare Finance, LLC, the prepetition revolving lender,
is represented by James S. Rankin, Jr., Esq., at Parker, Hudson,
Rainer & Dobbs LLP; and Weir & Partners LLP's Walter Weir, Jr.,
Esq.

UMB Bank, N.A., on behalf of bondholders, Performance Food Group
d/b/a AFI, W.B. Mason Co., Inc., Pension Benefit Guaranty
Corporation, and Teresa Laudenslager were appointed to an official
committee of unsecured creditors in the Debtors' cases.  The
Official Committee of Unsecured Creditors is represented by
Fitzpatrcik Lentz & Bubba, P.C., and Lowenstein Sandler LLP as
counsel.  FTI Consulting, Inc. serves as the panel's financial
advisor.


KIDSPEACE CORP: April 3 Hearing to Confirm Modified Plan
--------------------------------------------------------
The Bankruptcy Court will convene a hearing on April 3, 2014, at
11:00 a.m., to consider confirmation of Kidspeace Corporation, et
al.'s First Modified Joint Plan of Reorganization.  Objections, if
any, are due March 24, at 4:00 p.m.

The Court on Feb. 4, 2014, approved the adequacy of information in
the Disclosure Statement explaining the First Modified Joint Plan.

Any objections or responses filed with regard to the motion or
relief were overruled and denied on the merits.

Ballot accepting or rejecting the Plan are due March 24, at
5:00 p.m.

As reported in the Troubled Company Reporter on Jan. 2, 2014,
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that KidsPeace Corp., a provider of behavioral services
for children, negotiated a reorganization plan with secured
bondholders, the creditors' committee and Pension Benefit Guaranty
Corp.  The plan is supported by holders of 82 percent of the
bonds.  PBGC asserts a claim of about $110 million arising from an
underfunded pension plan.  PBGC will be paid $13.5 million in
installments.  General unsecured creditors with $2.5 million in
claims will be paid 15 percent in three installments. The
bondholders' deficiency claims and PBGC's claim won't participate
in the pool for unsecured creditors.

                       About KidsPeace Corp.

KidsPeace Corp., a provider of behavioral services for children,
filed a petition for Chapter 11 reorganization (Bankr. E.D. Pa.
Case No. 13-14508) on May 21, 2013, in Reading, Pennsylvania.

KidsPeace operates a 96-bed pediatric psychiatric hospital in
Orefield, Pennsylvania.  Assets are $86.7 million, and debt on the
books is $158.6 million, according to a court filing.

The Debtor, which sought bankruptcy protection with eight
affiliates, tapped Norris McLaughlin & Marcus, P.A. as counsel;
EisnerAmper LLP as financial advisor, and Rust Omni as claims and
notice agent.

Assets total $158,587,999 at the end of 2012.  The Debtors owe
approximately $56,206,821 in bond debt, and they have been told
that their pension liability is allegedly about $100,000,000 of
which the Debtors currently reflect $83,049,412 on their books.

KidsPeace sought Chapter 11 (i) as a means to implement a
negotiated restructuring of bond debt currently aggregating
approximately $51,310,000 plus accrued interest to a reduced
amount of approximately $24 million in new 30-year bonds with
interest at 7.5 percent, and (ii) to continue on-going
negotiations with the Pension Benefit Guaranty Corporation in
hopes of reducing the PBGC asserted obligation of $100+ million to
an amount that the Debtors can reasonably expect to satisfy.

The Debtor disclosed $157,930,467 in assets and $168,768,207 in
liabilities as of the Chapter 11 filing.

Since March 2012, MK has been exploring possible affiliation or
acquisition opportunities; however, no offer of an affiliation or
acquisition has been presented to the Debtors.

Gemino Healthcare Finance, LLC, the prepetition revolving lender,
is represented by James S. Rankin, Jr., Esq., at Parker, Hudson,
Rainer & Dobbs LLP; and Weir & Partners LLP's Walter Weir, Jr.,
Esq.

UMB Bank, N.A., on behalf of bondholders, Performance Food Group
d/b/a AFI, W.B. Mason Co., Inc., Pension Benefit Guaranty
Corporation, and Teresa Laudenslager were appointed to an official
committee of unsecured creditors in the Debtors' cases.  The
Official Committee of Unsecured Creditors is represented by
Fitzpatrcik Lentz & Bubba, P.C., and Lowenstein Sandler LLP as
counsel.  FTI Consulting, Inc. serves as the panel's financial
advisor.


KRONOS WORLDWIDE: Upsized Term Loan No Impact on Moody's Ba3 CFR
----------------------------------------------------------------
Moody's Investors Service said Kronos Worldwide Inc.'s plan to
upsize its proposed term loan B due 2020 to $350 million from $275
million does not impact the firm's Ba3 Corporate Family Rating
(CFR), the B1 rating on the proposed term loan B or the stable
rating outlook.

Kronos Worldwide, Inc., headquartered in Dallas, TX, produces and
markets TiO2 pigments in the U.S., Canada and Europe. The company
reported sales of $1.8 billion for the twelve months ended
September 30, 2013.


KRONOS WORLDWIDE: S&P Alters Recovery Rating & Affirms 'B+' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Dallas-based Kronos Worldwide Inc.'s proposed term loan to '4'
from '3' following the company's $75 million upsizing of the term
loan to $350 million.  The rating on the term loan remains 'B+'.
The '4' recovery rating indicates S&P's expectation for average
(30% to 50%) recovery in the event of a payment default.  S&P's
'B+' corporate credit rating remains unchanged.

The ratings on Kronos reflect S&P's expectation that the company
and the industry will continue to rebound from a very weak 2013
and that the company will not further increase debt to fund growth
or returns to shareholders.  The ratings also reflect the highly
volatile nature of the TiO2 industry, from which the company
derives almost all of its earnings as one of the largest global
producers.  S&P assess Kronos's business risk profile as "weak"
and its financial risk profile as "aggressive".

S&P also bases the ratings of Kronos on the consolidated credit
quality of parent company Valhi Inc., and S&P applies its group
rating methodology.  Because Kronos contributes the substantial
majority of earnings and cash flow and has a strong, long-term
commitment from group management, S&P considers it to be a "core"
entity of the group.  Because of the group's common management and
its ability to move funds between entities via dividends or loans,
S&P believes it should take a holistic view of the group.  S&P's
assessment of the group credit profile at 'b+' is in line with
Kronos's stand-alone credit profile and does not affect the final
rating.

RATINGS LIST

Kronos Worldwide Inc.
Corporate Credit Rating            B+/Stable/--

Recovery Rating Revised
                                    To              From
Kronos Worldwide Inc.
$350 Mil. Sr Sec Term Loan         B+              B+
   Recovery Rating                  4               3


LA QUINTA HOLDINGS: S&P Gives Prelim. B+ CCR & Rates $2BB Debt BB-
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned Irving, Texas-based
hotel company La Quinta Holdings Inc. a preliminary 'B+' corporate
credit rating.  The rating outlook is stable.

At the same time, S&P assigned the company's proposed
$2.35 billion senior secured credit facility (consisting of a
$250 million revolver due 2019 and $2.1 billion first-lien term
loan due 2021) S&P's preliminary 'BB-' issue-level rating (one
notch above the corporate credit rating), with a preliminary
recovery rating of '2', indicating S&P's expectation for
substantial (70% to 90%) recovery for lenders in the event of a
payment default.  S&P expects the revolving credit facility will
be undrawn at close.

La Quinta plans to use the proceeds from this debt issuance, in
addition to proceeds from a planned IPO that is expected to close
concurrently to the debt close, to repay existing debt balances
and for transaction fees and expenses.  The ratings are
preliminary, based on the closing of the transaction and a
successful IPO execution.

The preliminary 'B+' corporate credit rating reflects S&P's
assessment of La Quinta's business risk profile as "fair" and
S&P's assessment of the company's financial risk profile as
"highly leveraged," according to its criteria.

S&P's assessment of La Quinta's business risk profile as fair
reflects the company's single brand portfolio that targets the
mid- to upper-midscale lodging segment, an area of the lodging
market with low barriers to entry, and price-sensitive consumers.
S&P also views the single brand as a potential competitive
weakness in terms of attracting third-party capital investment to
grow its system of franchised rooms.  These risks are partially
offset by La Quinta's strong operating efficiency, focus on
further growth through its franchised portfolio, which S&P views
to be less volatile in a downturn, and strong brand recognition.

S&P's assessment of La Quinta financial risk profile as highly
leveraged reflects its financial policy assessment of the
company's financial sponsor, Blackstone, who will continue to own
a majority of La Quinta following the anticipated IPO.  This
majority ownership means Blackstone will be able to drive the
company's leverage and financial policy in the intermediate term.
Under S&P's base-case performance assumptions, it expects adjusted
leverage to remain just above 5x through 2015.  S&P believes the
volatility in the underlying lodging business is high.

S&P's comparable rating analysis results in a one notch upward
adjustment from a 'b' anchor score.  This reflects La Quinta's
coverage and FFO to debt metrics, which S&P expects will remain
favorable through 2015 for the current financial risk score.  S&P
expects leverage to improve slightly to the mid-4x area in 2016,
and for funds from operations (FFO) to debt to remain in the mid-
to high- teens area in 2014 and 2015.  S&P is also considering the
company's "strong" liquidity position.


LA QUINTA INTERMEDIATE: Moody's Assigns B1 CFR; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family and a B1-
PD Probability of Default Rating to La Quinta Intermediate
Holdings L.L.C. ("Issuer"), a wholly owned subsidiary of La Quinta
Holdings, Inc. (collectively, "La Quinta"). Moody's also assigned
a B1 rating to the company's proposed $250 million five year
senior secured revolving credit facility and $2.1 billion seven
year term loan facility and a Speculative Grade Liquidity rating
of SGL-1.

The ratings and closing of the bank facilities are subject to
completion of the proposed initial public offering (IPO) by the
Issuer's parent company, La Quinta Holdings, Inc., certain pre-IPO
transactions as described in the company's S-1 filing dated
February 10, 2014, as well as, Moody's review of final
documentation. La Quinta will use the proceeds of the IPO to repay
and refinance existing debt. Post IPO, La Quinta will be a closely
controlled public company by affiliates of The Blackstone Group
LP.

Ratings assigned:

La Quinta Intermediate Holdings L.L.C.

  Corporate Family Rating at B1

  Probability of Default Rating at B1-PD

  $2.1 billion senior secured guaranteed 7 year term loan at B1
  (LGD 4, 51%)

  $250 million senior secured guaranteed 5 year revolver at B1
  (LGD 4, 51%)

  Speculative Grade Liquidity Rating at SGL-1

Ratings Rationale

The B1 Corporate Family Rating ("CFR") reflects La Quinta's high
leverage per Moody's Lodging Methodology particularly in light of
the industry's sensitivity to economic cycles and La Quinta's
exposure to more volatile owned hotel EBITDA (which comprises more
than 75% of EBITDA). The ratings consider La Quinta's small scale
in terms of the number of system-wide rooms and significant
geographic concentration in three states that account for about
43% of the company's hotel rooms. The ratings take into account La
Quinta's solid operating margins (in the high teens) that reflect
the lower cost structure of its limited service hotels and its
growing franchise based business model. Moody's expect revenue per
available room (RevPAR) will increase by approximately 5.0 - 5.5%
resulting in EBITDA growth in the 5%-7% range driven by rising
travel demand, limited industry supply growth, and the company's
pipeline of new franchise hotels expected to enter the system over
the next two years. La Quinta has invested significant capital in
the portfolio over the last six years that positions the company
for continued growth. Moody's expects capital spending needs going
forward will be limited to normal maintenance and investment
levels. As a result of earnings growth and normalized spending,
positive free cash will increase and Moody's expects La Quinta
will use its free cash flow to repay debt and improve credit
metrics.

Moody's estimate pro-forma adjusted debt/EBITDA was approximately
6.2 times as of year-end 2013 which is near the high end of the
5.0 times -- 6.25 times range for the B rating category as
outlined in our Global Lodging & Cruise Industry Methodology. The
above average leverage profile of the company is mitigated by the
positive demand outlook for the industry and the addition of new
franchise hotels over the next several years from the existing
pipeline of 187 hotels (about 15 thousand rooms) that will bring
debt/EBITDA down to 5.5x and EBIT/interest up to 1.8x by year-end
2014.

Moody's expects La Quinta will generate increasing levels of free
cash as it benefits from rising RevPAR and a growing base of high
margin franchise hotel rooms that do not require capital
investment by La Quinta. Moody's expects management will deploy a
significant majority of this free cash flow to debt repayment.
Thus, the ratings reflect our assumption that debt/EBITDA and
EBIT/interest will improve from pro-forma 2013 levels.

La Quinta's SGL-1 rating reflects strong liquidity. Moody's
estimates cash flow from operations will approximate $200 million
which is more than sufficient to cover capital spending needs and
mandatory debt amortization. The company has a $250 million five
year revolving credit facility that is not expected to used, but
is available to cover unexpected contingencies. The company's
owned portfolio of hotels could also be sold to raise liquidity.
The credit agreement will have one financial covenant (debt to
EBITDA) that is operative only if 25% of the revolving credit
facility is outstanding.

The Issuer's bank facilities will be guaranteed by the parent, La
Quinta Holdings, Inc. and all domestic subsidiaries; the
facilities will be secured by a pledge of stock of the Issuer, and
stock held by the Issuer in all domestic subsidiaries (65% of
foreign subsidiaries), and substantially all other tangible and
intangible assets, excluding any fee-owned real property.

The stable rating outlook reflects our view that La Quinta's
EBITDA will increase over the next 12-24 months from rising RevPAR
and new franchise contracts that will cause the company's
debt/EBITDA to drop to 5.5x by year-end 2014.

Given La Quinta's high leverage, Moody's do not anticipate upward
rating momentum in the near term. However, ratings could be
considered for an upgrade if debt/EBITDA declines below 5.0 times,
liquidity remains strong, and if improved credit metrics can be
sustained in light of industry operating conditions and
management's financial policies.

Ratings could be lowered if debt/EBITDA rises above 6.25 times, if
there is an unexpected drop in demand that causes RevPAR to
decline or if La Quinta is unable to open new franchise units
within its pipeline.

The principal methodology used in this rating was the Global
Lodging & Cruise Industry Rating Methodology published in December
2010. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

La Quinta Intermediate Holdings LLC is a wholly owned subsidiary
of La Quinta Holdings, Inc. La Quinta is principally owned by
affiliates of the private equity firm, The Blackstone Group LP. La
Quinta owns and operates 357 limited service hotels and franchises
another 477 hotels aggregating approximately 82 thousand hotel
rooms. Annual net revenues approximate 910 million.


LABORATORY PARTNERS: 3 Members Appointed to Creditors' Panel
------------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed three
members to the Official Committee of Unsecured Creditors in the
Chapter 11 cases of  Laboratory Partners, Inc., et al.

The Committee members are:

   1. M. Bashar Kashlan, M.D.
      340 E. Randolph St., Ste. 6001
      Chicago, IL 60601
      Phone: 812-243-2700

   2. Paul Kilbourne, Sr.
      2200 Snyder Rd.
      Batavia, OH 45103
      Phone: 513-319-9570

   3. Quest Diagnostics Inc.
      Attn: Paul Kattas
      3 Giralda Farms
      Madison, NJ 07940
      Phone: 973-520-2030

The Official Committee of Unsecured Creditors has retained
Otterbourg P.C., as Lead Co-Counsel; Klehr Harrison Harvey
Branzburg LLP as Delaware Counsel; and Carl Marks Advisory Group
LLC, as financial advisors.

                     About Laboratory Partners

Laboratory Partners Inc., a Cincinnati-based provider of lab and
pathology services, filed a petition for Chapter 11 protection on
Oct. 25 in Delaware.  The case is In re Laboratory Partners Inc.,
13-bk-12769, U.S. Bankruptcy Court, District of Delaware
(Wilmington).

Judge Peter J. Walsh presides over the case.  Laboratory Partners
is represented by Morris, Nichols, Arsht & Tunnell LLP's Robert
Dehney, Esq., and Erin R. Fay, Esq. -- rdehney@mnat.com and
efay@mnat.com -- and Pillsbury Winthrop Shaw Pittman LLP's Leo T.
Crowley, Esq. -- leo.crowley@pillsburylaw.com -- and Margot P.
Erlich, Esq. and Jonathan J. Russo, Esq.  BMC Group Inc. serves as
claims and administrative agent.


LIANSHENG GROUP: Trust Says Tranche Likely to Default Soon
----------------------------------------------------------
Grace Zhu and Yue Li, writing for The Wall Street Journal,
reported that about $16.5 million of financial products tied to a
troubled coal company could soon fall into default, according to
the company that issued them, in the latest potential stumble for
an important part of China's shadow-banking system.

In a notice issued to investors last month and reviewed by The
Wall Street Journal, Jilin Trust said holders of 100 million yuan
($16.5 million) of trust products linked to coal producer
Liansheng Group in China's northern Shanxi province currently
can't be repaid when they come due Feb. 19, according to the
report.  The notice cited Liansheng's restructuring as it tries to
pay back nearly 30 billion yuan in debt.

"Due to the current situation, the products that will come due
soon can't be paid for now," Jilin Trust said in the latest letter
to investors, the report related.

The investment products were sold by China Construction Bank
Corp., the country's second-largest lender by assets after
Industrial & Commercial Bank of China Ltd., the report further
related.  A press representative said China Construction Bank
didn't have an immediate comment.

The products coming due next week are the fifth of a total six
tranches amounting to nearly one billion yuan in trust products,
the report said.  The first four tranches -- valued at a combined
764 million yuan -- have already fallen into default, according to
investors.


LIGHTSQUARED INC: May File New Restructuring Plan by Friday
-----------------------------------------------------------
Billy Cheung, writing for Reuters, reported that LightSquared
hopes to submit a consensual restructuring plan by Feb. 14,
although the judge overseeing the wireless venture's bankruptcy
isn't convinced that will happen.

According to the report, in a court hearing on Feb. 11, a lawyer
for the company said it aims to file a reorganization plan that
has the support of its creditors by Friday, putting the company,
owned by Phil Falcone's Harbinger Capital Partners, on track to
exit bankruptcy around the end of March.  But Judge Shelley
Chapman, in U.S. Bankruptcy Court in Manhattan, voiced skepticism
that parties in the fractious case could reach a deal by then.

"The likelihood of there being something consensual by Friday
seems to be zero," Judge Chapman said, the report cited.

Three competing restructuring proposals are on the table -- one
backed by Harbinger and two others from creditor groups -- but the
company has said it plans to engage creditors and work toward a
consensual deal, the report related.

The key question is whether any restructuring plan would have the
support of an investment vehicle run by Dish Network Corp Chairman
Charles Ergen, the report further related.  The Ergen entity holds
enough LightSquared debt to give him sufficient voting clout to
block any restructuring plans that he opposes.  So far,
discussions with creditors have not included Ergen, and the sides
have been anything but friendly throughout the case. LightSquared
has accused Ergen in a separate lawsuit of surreptitiously buying
up its debt to set the stage for a takeover of the company by
Dish.

                      About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, to resolve regulatory issues that have prevented it
from building its coast-to-coast integrated satellite 4G wireless
network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.


LOFINO PROPERTIES: Court Okays Wood & Lamping as Trustee's Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio
authorized Henry E. Menninger, Jr., the Chapter 11 trustee of
Lofino Properties, LLC, to employ Wood & Lamping LLP, as counsel
for the Trustee, nunc pro tunc to Dec. 6, 2013.

As reported in Troubled Company Reporter on Jan. 6, 2014, the
Chapter 11 Trustee requires Wood & Lamping to:

   (a) prepare on behalf of the Trustee all motions, applications,
       answers, orders, reports, notices, and other legal papers;

   (b) provide legal advice with respect to issues that arise in
       the case, including financing proposals, interim and final
       cash collateral orders, adequate protection for utilities
       pursuant to 11 U.S.C. Section 366, motions for relief from
       the automatic stay and/or adequate protection as may from
       time to time be filed by secured creditors, and motions to
       assume or reject unexpired leases or executory contracts;

   (c) assist the Trustee in investigating the acts, conduct,
       assets, liabilities and financial condition of the Debtor,
       the operation of the Debtor's businesses, potential causes
       of action, and any other matters relevant to the case;

   (d) attend meetings and negotiate with representatives of the
       Debtor, creditors, potential purchasers of some or all of
       the Debtor's assets, the United States Trustee or his
       representative, or other parties in interest;

   (e) prepare a plan of reorganization and disclosure statement,
       any amendments to the plan or disclosure statement, and all
       related agreements or documents, and take any necessary
       action on behalf of the Trustee in connection with same;

   (f) appear before the Court, appellate courts, and the U.S.
       Trustee, and protect the interests of the Trustee and the
       estate before such courts and the U.S. Trustee;

   (g) litigate and negotiate with respect to claims filed or
       interests asserted in this case; and

   (h) perform all other necessary legal services and provide all
       other necessary legal advice to the Trustee in connection
       with the Debtor's Chapter 11 case.

Mr. Menninger is a partner at Wood & Lamping.  He assured the
Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

Wood & Lamping will be paid at these hourly rates:

       Henry E. Menninger, Jr.           $395
       Raymond J. Pikna, Jr.             $380
       Partner                           $395
       Associate                         $275
       Paralegal                         $140
       Law Clerks                        $100

Wood & Lamping will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Wood & Lamping can be reached at:

       Henry E. Menninger, Jr., Esq.
       WOOD & LAMPING LLP
       600 Vine Street, Suite 2500
       Cincinnati, OH 45202
       Tel: (513) 852-6000
       Fax: (513) 852-6087
       E-mail: hemenninger@woodlamping.com

                   About Lofino Properties

Dayton, Ohio-based Lofino Properties, LLC, which owns retail
stores, sought bankruptcy protection (Bankr. S.D. Ohio Case No.
13-34099) on Oct. 4, 2013.  Lofino Properties listed assets of
$19.91 million and liabilities of about $13.15 million.
A sister company, Southland 75 LLC, which owns a strip shopping
center, sought bankruptcy protection (Bankr. S.D. Ohio Case No.
13-34100) on the same day.  Southland 75 listed assets of $8.09
million and liabilities of $5.62 million.  The Hon. Judge Lawrence
S. Walter presides over the cases.  Attorneys at Pickrel,
Schaeffer, and Ebeling, in Dayton, Ohio, represent the Debtors as
counsel.  The petitions were signed by Michael D. Lofino, managing
member.

The Debtors have been operating under state court receiverships
since May 2013.  On Oct. 17, 2013, the Bankruptcy Court entered an
order denying the motion of the Debtors for the joint
administration of their cases.


LONE PINE Implements Canadian Reorganization Plan
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Lone Pine Resources Inc., an independent oil-and-gas
exploration and production company, has implemented the
reorganization plan approved last month by courts in Canada and
the U.S.

According to the report, citing company statement, emerging from
bankruptcy, Calgary-based Lone Pine reduced debt from C$359
million ($357 million) to C$90 million.  The proceedings in the
U.S. were under Chapter 15, with the U.S. court enforcing the
Canadian arrangement.

The plan gave new stock to holders of $195 million in senior
notes. For an additional $100 million investment, some of the
noteholders got preferred stock convertible into 75 percent of the
common equity, the report related.  The existing $180 million
secured bank credit was paid in full with proceeds from a new
asset-backed loan.

The 10.375 percent senior unsecured notes last traded on Jan. 7
for 30 cents on the dollar, according to Trace, the bond-price
reporting system of the Financial Industry Regulatory Authority,
the report further related. The notes sold for 85 cents on June 3
and were worth almost 65 cents in the first trades after
bankruptcy.

                     About Lone Pine Resources

Calgary, Canada-based Lone Pine Resources Inc. is an independent
oil and gas exploration, development and production company with
operations in Canada.  The Company's reserves, producing
properties and exploration prospects are located in the provinces
of Alberta, British Columbia and Quebec, and in the Northwest
Territories.  The Company is incorporated under the laws of the
State of Delaware.

Lone Pine entered bankruptcy protection in Canada on Sept. 25,
2013, under the Companies' Creditors Arrangement Act and received
an initial protection order from an Alberta court the same day.
Lone Pine Resources simultaneously filed for Chapter 15 protection
in Delaware in the United States (Bankr. D. Del. Case No. 13-
12487) to seek recognition of the CCAA proceedings.

Lone Pine, LPR Canada and all other subsidiaries of the Company
are parties to the CCAA and Chapter 15 proceedings.

Lone Pine is being advised by RBC Capital Markets, Bennett Jones
LLP, Vinson & Elkins LLP and Richards Layton & Finger P.A. in
connection with the restructuring, with Wachtell, Lipton, Rosen &
Katz LLP providing independent advice to the Company's board of
directors.  The Supporting Noteholders are being advised by
Goodmans LLP and Stroock & Stroock & Lavan LLP.

Lone Pine's plan of reorganization is a debt-for-equity swap that
would allow it to shed $195 million in bond debt.  Noteholders are
to receive 100 percent ownership of the new common stock.  The
existing $180 million secured bank credit will be paid in full
with proceeds from a new asset-backed loan.  General unsecured
creditors will share a $700,000 fund.  Current equity holders are
being wiped out.


LOS GATOS HOTEL: April 24 Hearing on 3rd Amended Plan Outline
-------------------------------------------------------------
Los Gatos Hotel Corporation will seek approval of its Third
Amended Disclosure Statement at a hearing on April 24, 2014, at
2:30 p.m.  The hearing was originally scheduled Jan. 24.  The
hearing has been continued twice.

According to the disclosure statement, the Third Amended Chapter
11 Plan of Reorganization dated Dec. 20, 2013, provides that
substantially all of the assets of the Debtor will be sold to IHA
Hotel Management Company, LLC, d/b/a Greystone Hotels, on the
effective date of the Plan.

Secured creditor GCCFC 2006-GG7 Los Gatos Lodging Limited
Partnership is unimpaired -- it will receive payment of principal,
non-default interest, and a settlement payment, totaling $12.6
million.  Unsecured creditors who are not insiders will be paid in
full.  As for unsecured claims held by insiders, proceeds of the
sale to IHA will be reserved pending allowance of the claims or a
settlement.   Equity holders are impaired and will receive
distribution of remaining funds.

A copy of the Third Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/Los_Gatos_3rd_Am_DS.pdf

                       About Los Gatos Hotel

San Jose, California-based Los Gatos Hotel Corporation, dba Hotel
Los Gatos, was formed in 2000 to build and operate Hotel Los
Gatos, a full-service boutique hotel in downtown Los Gatos,
California.

Los Gatos Hotel filed for Chapter 11 bankruptcy protection on
December 27, 2010 (Bankr. N.D. Cal. Case No. 10-63135).  The
Debtor disclosed $17,191,277 in assets and $12,896,468 in
liabilities as of the Chapter 11 filing.  Affiliate Blossom Valley
Investors, Inc., filed a separate Chapter 11 petition on September
10, 2009 (Bankr. N.D. Cal. Case No. 09-57669).

Jeffry A. Davis, Esq., at Mintz Levin Cohn Ferris Glovsky Popeo,
serves as the Debtor's bankruptcy counsel.  The Debtor has tapped
OSAS Inc. as financial advisor and investment banker.


MALLINCKRODT PLC: Moody's Reviews Ba2 CFR for Possible Downgrade
----------------------------------------------------------------
Moody's Investors Service placed the ratings of Mallinckrodt plc.
under review for possible downgrade. The ratings include
Mallinckrodt's Ba2 Corporate Family Rating, Ba2-PD Probability of
Default Rating, and the Ba2 rating on the senior unsecured notes
issued by Mallinckrodt International Finance SA, guaranteed by
Mallinckrodt.

The rating action follows Mallinckrodt's announcement that it has
entered into a definitive agreement to acquire publicly traded
Cadence Pharmaceuticals Inc. (unrated) for $14 per share or
approximately $1.3 billion. The rating review is prompted by
Moody's expectation that Mallinckrodt's debt/EBITDA will
substantially exceed the level of 3.0 times that the rating agency
had incorporated in the Ba2 rating. The rating review of the
senior unsecured notes is further prompted by the concern that the
addition of secured debt to Mallinckrodt's capital structure will
result in existing bondholders being effectively subordinated.

Ratings placed under review for possible downgrade:

Mallinckrodt plc:

Ba2 Corporate Family Rating

Ba2-PD Probability of Default Rating

Mallinckrodt International Finance SA:

Ba2 (LGD4, 59%) senior unsecured notes

The rating review will focus on: (1) Mallinckrodt's leverage
profile following the transaction including any near-term
deleveraging opportunities; (2) structural considerations
resulting in subordination of senior unsecured notes to any
secured debt added to the structure; (3) the earnings contribution
from Cadence, anticipated cost synergies, and diversification
benefits; (4) drivers affecting Mallinckrodt's core businesses
including slow diagnostic imaging sales, nuclear supply
constraints, and growth from new products in the branded
pharmaceutical business.

Moody's is affirming Mallinckrodt's SGL-1 Speculative Grade
Liquidity Rating but this may be adjusted as the detailed terms of
Mallinckrodt's financing become available.

Ratings Rationale

Mallinckrodt's Ba2 rating reflects good balance between its two
business segments (Specialty Pharmaceuticals and Global Medical
Imaging) but is constrained by its overall modest scale with a $2
billion revenue base. Within pharmaceuticals, Mallinckrodt has
good balance between generic controlled substance products,
branded products, and active pharmaceutical ingredients, yet its
pharmaceutical products are highly concentrated in the opioid pain
category. These products face high regulatory scrutiny and the
possible transition by prescribing physicians to abuse deterrent
products. This could negatively affect Mallinckrodt's non-abuse
deterrent products, but Mallinckrodt's branded drug business could
significantly benefit from this trend based on opportunities in
its pipeline and the pending regulatory approval of Xartemis XR.
Mallinckrodt's nuclear segment (roughly 20% of sales) -- which
produces nuclear imaging agents for diagnostic procedures -- faces
high risk of supply disruption due to a limited number of nuclear
plants producing molybdenum-99 and frequent shutdowns of these
plants.

Headquartered in Dublin, Ireland, Mallinckrodt plc is a specialty
pharmaceutical and medical imaging company. Revenues for the
twelve months ended December 27, 2013 were approximately $2.2
billion.

The principal methodology used in this rating was the Global
Pharmaceutical Industry published in December 2012. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.


MBIA INC: Moody's Affirms 'Ba3' Rating on Senior Unsecured Debt
---------------------------------------------------------------
Moody's Investors Service has affirmed the insurance financial
strength (IFS) rating of National Public Finance Guarantee
Corporation (National) at Baa1, MBIA Insurance Corporation (MBIA
Corp.) at B3, MBIA Mexico S.A de C.V. (MBIA Mexico) at B3, and
MBIA UK Insurance Limited (MBIA UK) at B1. In the same rating
action, Moody's also affirmed the Ba3 senior unsecured debt
ratings of MBIA Inc., the group's ultimate holding company. The
outlook for the ratings remains positive. A full list of rating
actions on MBIA Inc. and its subsidiaries is provided below.

Ratings Rationale -- National Public Finance Guarantee Corporation

According to Moody's, the Baa1 IFS rating of National, positive
outlook, reflects the insurer's strong overall capital profile and
ongoing de-risking through insured portfolio amortization. These
strengths are tempered by the fact that National is currently not
writing any material new business, operates in an industry that
has not recovered from the financial crisis and, like its peers,
the company faces significant headwinds from declining
fundamentals in the sector, including a dramatic reduction in
insurance usage, moderate prospective profitability and still-
meaningful legacy risk.

The positive outlook of National also reflects the improving
capital and liquidity trends at MBIA Corp., which reduce the need
and likelihood of support by National of its weaker affiliate.
While the credit quality of National's insured portfolio is
generally good and is supported by substantial claims paying
resources, its business position is characterized by a lack of
participation in the market. We are also cautious about some of
National's large single risks and the linkages between these
obligations.

Moody's notes that there has been downward credit rating migration
among certain large exposures within the insured portfolios of
National, most notably the general obligation bonds issued by the
Commonwealth of Puerto Rico (Ba2/negative) and bonds of Puerto
Rico issuers linked to, or capped by, the general obligation (GO)
bond rating, as well as Detroit related exposures, including GO
bonds (Caa3/negative), certificate of participation bonds
(Ca/negative) and Detroit Water/Detroit Sewer revenue bonds (B1
senior lien/B2 second lien/negative). In the case of Puerto Rico,
given the various linkages of these obligors and their reliance on
the same local economy to support revenues, we view National's
exposures to Puerto Rico to be more highly correlated than is
typical across public sector obligors. As outlined in our rating
methodology for financial guaranty insurers, single risk
concentrations such as these exposures to Puerto Rico can
meaningfully increase risk, because they can define the "weakest
link" in a chain of enterprise financial strength.

As of 30 September 2013, National had gross par exposure of
approximately $5.1 billion to Puerto Rico issuers, of which
approximately $4.4 billion is currently rated below investment
grade by Moody's; and approximately $2.4 billion of exposure to
Detroit, of which approximately $2.3 billion is rated below
investment grade by Moody's.

As part of its analysis, Moody's contemplated a variety of stress
scenarios, including a default of, and losses on, National's
Puerto Rico exposures, with loss severities consistent with those
observed during the most recent credit cycle for municipal
credits. Moody's analysis suggests that a default of Puerto Rico
with meaningful loss severity could lead to a downgrade of
National's rating. However, given the still low likelihood of a
Puerto Rico default, and the likely moderate rating impact of such
potential default under Moody's central stress scenarios, Moody's
believes National's ratings remain well positioned at current
levels, reflecting both the insurer's substantial current
financial resources and its otherwise improving capital adequacy
profile given the ongoing portfolio amortization.

Moody's views National (IFS rating Baa1 positive) is well
positioned to withstand some pressures from its insured public
finance book, due to its strong capital profile, the earn-out of
unearned premiums and through investment income on its large fixed
income portfolio. However, single risk concentration and pockets
of deterioration within its insured book are notable weaknesses
for National. As of 30 September 2013, National's gross par of
below investment grade (BIG) credits increased to $4.6 billion, or
1.6% of the insured book, from $2.9 billion as of year-end 2012,
primarily as a result of deterioration in Detroit City water and
sewer exposures. National's insured portfolio totaled $291 billion
gross par outstanding in U.S. public finance risks, and BIG gross
par exposure as a percentage of qualified statutory capital (QSC)
was 138%, as of 30 September 2013. Pro forma including recent
Puerto Rico downgrades, the BIG concentration increased further.

Ratings Rationale -- MBIA Insurance Corporation

The B3 IFS rating, positive outlook, of MBIA Insurance Corp. (MBIA
Corp.) reflects the firm's improved capital and liquidity profile
following settlements of putback receivables and insured claims
with major counterparties, and positive momentum in further de-
risking. However, the insurer remains exposed to substantial
insured risks, including certain commercial real estate exposures
that could yield losses substantially in excess of reserves.

The B3 IFS rating, positive outlook of MBIA Mexico, S.A. de C.V.
(MBIA Mexico) reflects the formal and informal support from MBIA
Corp., in the context of the insurer's limited size and standalone
financial profile. Its rating is expected to remain closely linked
to that of its parent.

Ratings Rationale -- MBIA Uk

The B1 IFS rating, positive outlook, of MBIA UK reflects its
meaningful stand-alone financial resources relative to its insured
risks, as well as its limited standalone business profile and
pressures stemming from its weaker parent, MBIA Corp. MBIA Corp.'s
support of MBIA UK, in the form of excess of loss reinsurance and
net worth maintenance agreements, is subordinated to insured
claims and thus of limited value, in Moody's opinion, due to MBIA
Corp.'s weak credit profile.

Ratings Rationale -- MBIA INC.

The Ba3 senior unsecured debt rating, positive outlook, of MBIA
Inc. reflects the improving credit profile of its subsidiaries and
the resumption of dividend payments from National. The firm's high
debt burden and meaningful asset risks, reflecting the
deterioration of its wind-down operations, remain a distinct
weakness, however, resulting in its positioning five rating
notches below the IFS rating of its lead insurance subsidiary,
National, rather than the more typical three notches.

What Could Change The Ratings Up Or Down

National's rating could be raised if the insurer were able to
establish a more solid market position, marked by underwriting of
high quality risks at attractive prices. Meaningful improvements
at MBIA Corp., either through risk reduction or capital
enhancement would also be a positive rating driver for National,
as well as for MBIA Corp., as those improvements would reduce the
contingent risk of a call on National's resources. In addition,
reduced single risk concentration, improved capital and financial
flexibility could also improve National's credit profile.

National's rating could be lowered if the quality of its large
insured exposures meaningfully decreased or if capital was
withdrawn without an associated reduction of risk, or if
profitability reduced materially. The ratings of MBIA Corp. could
be downgraded if the insurer were to experience greater than
expected claims that would cause liquidity stress, but the ratings
could be upgraded if there were material risk reduction in the
insurer's portfolio due to commutations, improving credit trends
and amortization.

RATING LIST

The following ratings have been affirmed, with a positive outlook:

Issuer: MBIA Inc.

  Senior Unsecured Regular Bond, Affirmed Ba3

Issuer: MBIA Insurance Corp.

  Insurance Financial Strength, Affirmed B3

  Subordinate Surplus Notes, Affirmed Ca (hyb)

  Pref. Stock Preferred Stock, Affirmed C (hyb)

  Non-cumulative Preferred Stock, Affirmed C (hyb)

Issuer: National Public Finance Guarantee Corp.

  Insurance Financial Strength, Affirmed Baa1

Issuer: MBIA UK Insurance Limited

  Insurance Financial Strength, Affirmed B1

Issuer: MBIA Mexico S.A de C.V.

  Insurance Financial Strength, Affirmed B3 and B1.mx

National Public Finance Guarantee Corp. and MBIA Insurance Corp.
are financial guaranty insurance companies based in New York
State. MBIA UK Insurance Limited and MBIA Mexico S.A de C.V. are
financial guaranty reinsurance companies based in UK and Mexico
respectively. They are wholly owned by MBIA Inc. [NYSE: MBI], the
ultimate holding company. As of September 30, 2013, MBIA Inc. had
consolidated gross par outstanding of approximately $375.3
billion, qualified statutory capital of $4.4 billion, and total
claims paying resources of $9.0 billion.

The principal methodology used in this rating was Moody's Rating
Methodology for the Financial Guaranty Insurance Industry
published in September 2006.


MERCANTILE BANCORP: Exclusive Plan Filing Date Extended to Feb. 24
------------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware extended Mercantile Bancorp, Inc.'s exclusive period
to file a plan through Feb. 24, 2014, and its exclusive period to
solicit acceptances of that plan through April 25.

According to the Debtor, the extension will allow it time to
present a confirmation plan of liquidation.  The Debtor assured
the Court that the extension was not sought to delay the
administration of its case or pressure creditors into acceding to
a plan that they find unsatisfactory.

                      About Mercantile Bancorp

Mercantile Bancorp -- http://www.mercbanx.com/-- is a Quincy,
Illinois-based bank holding company with wholly owned subsidiaries
consisting of one bank in Illinois and one each in Kansas and
Florida, where the Company conducts full-service commercial and
consumer banking business, engages in mortgage banking, trust
services and asset management, and provides other financial
services and products.  The Company also operated Mercantile Bank
branch offices in Missouri and Indiana.

On Aug. 10, 2011, the Illinois Division of Banking released a
Consent Order that Mercantile Bank, the Federal Deposit Insurance
Corporation, and the Division entered into as of July 28, 2011.
Under the Order, Mercantile Bank will cease operating with all
money transmitters and currency businesses providing brokerage,
sale or exchange of non-United States currency for deposit
customers.  Furthermore, Mercantile Bank may not enter into a new
line of business without the prior written consent of the FDIC and
the Division.

Mercantile Bancorp filed a Chapter 11 petition (Bankr. D. Del.
Case No. 13-11634) on June 27, 2013.  The petition shows assets
and debt both exceeding $50 million.  Liabilities include
$61.9 million owing on junior subordinated debentures.  Mercantile
stopped paying interest on the debentures in 2009, since then
running up $14 million in unpaid interest.

Stuart M. Brown, Esq. at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Kimberly D. Newmarch,
Esq., and Aaron M. Paushter, Esq., at DLA Piper LLP (US), in
Chicago, Illinois, are the attorneys for the Debtor.

A three-member official committee of unsecured creditors was
appointed by the U.S. Trustee.

An official committee of trust preferred securities holders was
also appointed by the U.S. Trustee.  The TruPS Committee is
represented by Domenic E. Pacitti, Esq., at Klehr Harrison Harvey
Branzburg LLP, in Wilmington, Delaware; Morton R. Branzburg, Esq.,
at Klehr Harrison Harvey Branzburg LLP, in Philadelphia,
Pennsylvania; David R. Seligman, P.C., Esq., and Jeffrey W.
Gettleman, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois;
and Joseph Serino Jr., P.C., Esq., and John P. Del Monaco, Esq.,
at Kirkland & Ellis LLP, in New York.

The Troubled Company Reporter reported on Oct. 7, 2013, that the
U.S. Bankruptcy Court for the District of Delaware authorized
Mercantile Bancorp, Inc.'s sale of its shares in Mercantile Bank
and the related trademark for Mercantile Bank's "M" Logo.
Mercantile Bancorp entered into a stalking horse purchase
agreement with United Community Bancorp Inc., under which the
Purchaser will pay $22,277,000, less all amounts due and owing by
the Bank to the Federal Deposit Insurance Corporation and all
broker's fees.


MERITOR INC.: Moody's Rates New $225MM Sr. Unsecured Notes 'B3'
---------------------------------------------------------------
Moody's Investors Service assigned ratings to the new notes and
credit facility of Meritor, Inc. The ratings assigned are a B3 to
$225 million of senior unsecured notes due 2024, and a Ba2 to a
$500 million amended and extended revolving credit facility
(approximately $90 million maturing in 2017 and $410 million
maturing in 2019). Moody's also affirmed the following ratings: B2
Corporate Family Rating (CFR); B2-PD Probability of Default Rating
(PDR); and B3 rating on outstanding senior unsecured debt. The
company's Speculative Grade Liquidity rating is raised to SGL-2
from SGL-3. The outlook is stable.

Ratings Rationale

Meritor's B2 CFR reflects the company's high leverage and the
persistent weakness in its heavy truck markets, particularly in
North America and Europe. Despite this pressure, the company has
made notable progress in revamping its cost structure, positioning
itself for an eventual recovery in demand, and improving its
operating margins. Meritor's quarterly EBIT margin (reflecting
Moody's standard adjustments) has increased steadily from 2% at
September 2012, to 14.8% at September 2013. This margin
improvement is one of the key indicators of the success of
Meritor's restructuring initiatives. In addition, one of the
company's major objectives is to increase its EBITDA margin from
7.1% at year-end September 2013 to 10% by 2016. Meritor expects to
accomplish this through a combinaiton of new business wins,
further cost reductions, and higher-margin new product
introductions.

The B2 CFR and the SGL-2 Speculative Grade Liquidity Rating also
reflect the liquidity, interest expense, and maturity profile
benefits that will result from Meritor's new financings. The new
$500 million revolver will increase borrowing availability from a
current level of $415 million. The $225 million of new notes will
help refund the company's $250 million of 10 5/8% notes that are
due in 2018. The interest rate on the new notes is expected to be
significantly lower and the maturity will be in 2024.

Meritor's liquidity position is good. This position is supported
by the undrawn $500 million revolving credit facility and by a
$100 million undrawn accounts receivable securitization facility
that matures in 2016. The company also has approximately $300
million in cash and securities. Finally, we expect that Meritor
will generate a modest level of free cash flow during the coming
twelve months.

Meritor has modest amounts of debt maturing during the next twelve
months. However, it does have approximately $364 million
outstanding under its various receivable factoring programs, some
of which must be renewed annually. Because of the need to renew a
majority of these facilities on an annual basis we view the $364
million in outstandings as short-term debt that could represent a
call on Meritor's liquidity. Nevertheless, the company's total
liquidity sources of approximately $900 million provide adequate
coverage of potential liquidity requirements.

Future events that have the potential to improve Meritor's ratings
include a recovery in end market demand, strengthening profit
margins, and resulting improvement in credit metrics. Metrics (all
reflecting Moody's standard adjustments) that might support an
improvement in the rating include: more strongly positive free
cash flow generation, EBIT/interest remaining above 2.0x (1.6x at
Sept. 2013), and Debt/EBITDA approaching 4.5x (5.3x at Sept.
2013).

Events that have the potential to drive Meritor's ratings lower
include prospects that demand will not improve during 2014 or that
the company is unable to maintain the improving trend in quarterly
profit margins. The rating could also be pressured if it is unable
to sustain positive free cash generation. Lower ratings could
arise if EBIT/Interest coverage is on track to remain below 1.5x
or debt/EBITDA is likely to remain above 5.25x.

The principal methodology used in this rating was the Global
Automotive Supplier Industry published in May 2013. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.


MFM DELAWARE: March 5 Hearing on Disclosure Statement
-----------------------------------------------------
MFM Delaware, Inc., and MFM Industries, Inc., will seek approval
of the disclosure statement explaining their proposed Chapter 11
plan at a hearing on March 5, 2014, at 2:00 p.m.

According to the disclosure statement filed Jan. 23, 2014, the
Chapter 11 plan does not provide for the substantive consolidation
of the Debtors' estates.  The Debtors anticipate that MFM
Industries' creditors will receive a cash distribution and that
certain of MFM Delaware's creditors may, under certain
circumstances, receive a distribution.

Holders of general unsecured claims against MFM Industries are
impaired and are projected to recover 0% to 100%.  Holders of
general unsecured claims against MFM Delaware are projected to
recover 0% to 2%.

The Plan provides for MFM Industries' unsecured creditors to
receive pro rata distributions of any distribution proceeds that
remain in MFM Industries' estate after the payment and
satisfaction of all allowed administrative expense claims, allowed
tax claims, secured claims and unsecured convenience claims.

Holders of convenience claims -- unsecured creditors of MFM
Industries with allowed claims equal to or less than $10,000 or
general unsecured creditors who agree to reduce the amount of
their claims to $10,000 -- will receive at least 20% of the
allowed claim.

Holders of interests in MFM Industries and MFM Delaware will
retain their interests and thus are unimpaired under the Plan.

Objections to the adequacy of the information in the Disclosure
Statement are due Feb. 26, 2014.

A copy of the Disclosure Statement is available for free at:

           http://bankrupt.com/misc/MFM_DS_Jan2314.pdf

                      About MFM Industries

Cat litter maker MFM Delaware, Inc., and affiliate MFM Industries,
Inc., sought Chapter 11 protection (Bankr. D. Del. Case No.
13-11359 and 13-11360) on May 28, 2013.

Founded in 1964 as a clay-based absorbents supplier, MFM is
supplier of cat litter in the U.S.  The Company produces 100,000
tons of cat litter a year, representing 1 percent of the total
market.  Its private label market share is 20 percent.  The
company's cat litter products are comprised of a blend of fuller's
earth clay, sodium bentonite and scenting properties.   Clay is
supplied from a leased clay mine in Ocala, Florida, and is
transported five miles away to the company's manufacturing plant
in Reddick, Florida.  Direct Capital Partners, LLC, acquired a
majority stake in the Company in 1997.

Frederick B. Rosner, Esq., at Rossner Law Group LLC, serves as the
Debtors' bankruptcy counsel, and Pharus Securities, LLC, serves as
investment banker.

The Official Committee of Unsecured Creditors is represented by
Michael J. Barrie, Esq. at Benesch, Friedlander, Coiplan & Aronoff
LLP as its counsel; and Gavin/Solmonese LLC as its financial
advisor.


MI PUEBLO: Court Approves Piper Jaffray as Investment Banker
------------------------------------------------------------
The Hon. Arthur S. Weissbrodt of the U.S. Bankruptcy Court for the
Northern District of California authorized Mi Pueblo San Jose,
Inc. to employ Piper Jaffray & Co. as investment banker, effective
Dec. 9, 2013.

According to the Troubled Company Reporter on Jan. 13, 2014, the
Debtor proposed to retain Piper Jaffray as investment banker
and exclusive agent for a period of at least 180 days to assist
the Debtor in maximizing the value of its assets through a sale,
financing, equity placement or other Transaction on the terms set
forth in the Engagement Letter.  The Firm's services will include,
but are not limited to, the following:

   (a) consult with Mi Pueblo in planning and implementing the
       Transaction;

   (b) at Mi Pueblo's request, prepare in collaboration with Mi
       Pueblo a memorandum describing the Debtor, its history, the
       nature of its operations, such financial information as may
       be appropriate to reflect the Debtor's past performance and
       its projected growth and earnings capacity, the management
       structure and such other information as is customary or as
       Piper Jaffray considers appropriate in the circumstances;

   (c) make initial contacts with potential investors, lenders or
       purchasers approved by Mi Pueblo;

   (d) when appropriate, arrange and participate in visits to Mi
       Pueblo's facilities by potential investors or purchasers
       and otherwise making introductions and performing services
       as Piper Jaffray recommends to develop potential
       investors', lenders' or purchasers' interest in the
       business;

   (e) assist Mi Pueblo in negotiations with potential investors,
       lenders or purchasers as the Debtor reasonably requests;

   (f) if requested, provide expert testimony and support in a
       bankruptcy proceeding;

   (g) consult with Mi Pueblo in structuring any investment
       proposals;

   (h) assist Mi Pueblo in analyzing proposals received;

   (i) assist Mi Pueblo in preparing for due diligence conducted
       by potential investors, lenders or purchasers; and

   (j) assist Mi Pueblo in negotiating definitive documentation.

As set forth in the Engagement Letter, the Debtor has agreed to
compensate Piper Jaffray for its services under this Compensation
Structure:

   (a) a non-refundable retainer fee of $50,000 (the "Retainer
       Fee"), payable up-front, which Retainer Fee will be applied
       to reduce any Placement Fee or Sale Fee; and

   (b) in the event Mi Pueblo consummates a Debt Placement and
       Equity Placement (a "Placement") pursuant to an agreement
       or commitment entered into during the term of Piper
       Jaffray's engagement, a cash fee, payable at closing of
       the Placement (the "Placement Fee"), equal to:

        - 1.5% on all sales or issuances of senior secured
          facilities not structured as a unitranche facility;

        - 2.0% on all sales or issuances of senior secured
          facilities structured as a unitranche facility;

        - 2.5% on all sales or issuances of second lien
          facilities;

        - 3.5% on all sales or issuances of subordinated
          facilities;

        - 5.5% on the gross proceeds received by Mi Pueblo on all
          sales of Equity Securities;

       Payable by wire transfer of immediately available funds at
       each closing; provided that Piper Jaffray's total fee for
       services that include a Debt and Equity Placement shall not
       be less than $750,000;

   (c) in the event of a Sale, pursuant to an agreement or
       commitment entered into during the term of our engagement,
       a cash fee, payable at closing of the Sale (the "Sale
       Fee"), equal to $1 million of the Aggregate Transaction
       Value up to $45 million and 2.5% of the Aggregate
       Transaction Value above $45 million; and

   (d) reimbursement of reasonable out-of-pocket expenses
       consistent with local Court guidelines, including, but not
       limited to, travel and reasonable allocation of database,
       printing, courier and communication costs, whether or not a
       Transaction occurs.

Teri Stratton, managing director of Piper Jaffray, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

Several parties-in-interest have lodged objections to the
engagement.

Wells Fargo Bank, National Association, says the Engagement Letter
requires Mi Pueblo to use "commercially reasonable efforts" to
permit the use of the Bank's cash collateral to pay for Piper
Jaffray's fees and expenses.  This phrase in the Engagement Letter
is not defined and is ambiguous at best.  In addition, the Bank
will not consent to the use of its cash collateral to pay Piper
Jaffray's out-of-pocket fees and expenses, especially since there
is a source of funds in the Mi Pueblo bankruptcy estate to pay
these out-of-pocket fees and expenses -- the $1,900,000 recently
lent by Juvenal Chavez to the Debtor.

The U.S. Trustee, meanwhile, objections to the indemnification
proposed to be accorded Piper Jaffray.  The U.S. Trustee said the
terms and scope of the indemnity is inconsistent with the
practices of this Court and should not be approved.  The indemnity
provisions are unreasonable under the circumstances of this case.
They expose the estate to unknown and potentially unlimited
liability.

The Official Committee of Unsecured Creditors believes that any
order authorizing the employment of Piper Jaffrayas as investment
banker should specifically provide for Piper Jaffray to report to,
and to be responsible to, the Committee, as well as to the Debtor.

In response to the Objections, Mi Pueblo believes the concerns
raised by Wells Fargo have merit. Wells Fargo Bank has pointed out
problems with the extension of items for which Piper Jaffray seeks
compensation.  Mi Pueblo agrees it will include a report to Wells
Fargo in each of its weekly calls with the Bank and the Committee,
as requested.  The Debtor also notes that the Committee and Piper
Jaffray may have already resolved their disputes over economic
points.  Mi Pueblo must however retain full authority to instruct
Piper Jaffray in any negotiations and in communications with any
counter-party over the approval of any and all transactions and
have sole authority to direct Piper's actions.

On the U.S. Trustee's objection, Mi Pueblo has been informed that
Piper Jaffray has agreed to limit expenses to actual costs
incurred. The only remaining objection is to the proposed
indemnity.

Attorney for Wells Fargo can be reached at:

       Robert B. Kaplan, Esq.
       JEFFER MANGELS BUTLER & MITCHELL LLP
       Two Embarcadero Center, Fifth Floor
       San Francisco, CA 94111-3813
       Tel: (415) 398-8080
       Fax: (415) 398-5584
       E-mail: RKaplan@JMBM.com

Attorney for the U.S. Trustee can be reached at:

       John S. Wesolowski, Esq.
       OFFICE OF THE UNITED STATES TRUSTEE
       U. S. Department of Justice
       280 S. First Street, Suite 268
       San Jose, CA 95113-0002
       Tel: (408) 535-5525 ext. 231
       E-mail: john.wesolowski@usdoj.gov

Attorney for Official Committee of Unsecured Creditors can be
reached at:

       Eric D. Goldberg, Esq.
       STUTMAN, TREISTER & GLATT PC
       1901 Avenue of the Stars, 12th Floor
       Los Angeles, CA 90067
       Tel: (310) 228-5600
       Fax: (310) 228-5788

                     About Mi Pueblo San Jose

Mi Pueblo San Jose, Inc., filed a Chapter 11 petition (Bankr. N.D.
Cal. Case No. 13-53893) in San Jose, California, on July 22, 2013.
An affiliate, Cha Cha Enterprises, LLC, sought Chapter 11
protection (Case No. 13-53894) on the same day.  The cases are not
jointly administered.

In its amended schedules, Mi Pueblo disclosed $61,577,296 in
assets and $68,735,285 in liabilities as of the Petition Date.

Heinz Binder, Esq., at Binder & Malter, LLP, is the Debtor's
general reorganization counsel.  The Law Offices of Wm. Thomas
Lewis, sometimes doing business as Robertson & Lewis, is the
Debtor's special counsel.  Avant Advisory Partners, LLC serves as
its financial advisors. Bustamante & Gagliasso, P.C. serves as its
special counsel.

The U.S. Trustee appointed seven members to the Official Committee
of Unsecured Creditors.  Protiviti Inc. serves as financial
advisor.  Stutman, Treister & Glatt P.C. serves as counsel to the
Committee.


MI PUEBLO: Drops GA Keen as Real Estate Advisor
-----------------------------------------------
Mi Pueblo San Jose Inc. has told the U.S. Bankruptcy Court for the
Northern District of California that it is withdrawing a request
to employ GA Keen Realty Advisors LLC as real estate advisor.

The Debtor's notice, dated Jan. 23, came after the Official
Committee of Unsecured Creditors objected to the hiring,
expressing various concerns to the Debtor's counsel regarding
certain terms of agreement.  The Debtor had agreed to resolve the
Committee's concerns through a stipulated order.  However, the
Debtor had failed to provide to the Committee with any such
stipulated order, which necessitated the filing of the Committee's
objection.

As reported in the Troubled Company Reporter on Dec. 30, 2013, the
Debtor expects GA Keen to:

   (a) organize the lease information for each property and,
       jointly with the Debtor, establish negotiating goals and
       parameters, such as rent reductions, lease term
       modifications, extensions and other lease concessions;

   (b) contact the landlord for each property and seek to
       negotiate for modifications in accordance with the
       parameters established by the Debtor; and

   (c) work with the landlords, the Debtor, and the Debtor's
       counsel to document all lease modification proposals.

Pursuant to the Agreement between the Debtor and GA Keen, upon
execution of a lease modification agreement between the Debtor and
a landlord, GA Keen will earn and the Debtor will pay GA Keen, on
a per property basis, the base fee of $5,000 or 5% of any savings
the Debtor achieved through the lease modification agreement.  If
the lease modification agreement creates non-monetary value but
does not generate savings, then GA Keen will be paid, on a per
property basis, the base fee.

The Debtor agreed to reimburse GA Keen all reasonable out-of-
pocket costs and expenses incurred by GA Keen in connection with
performing the services required under the Agreement.  Upon Court
approval of the Agreement, the Debtor shall pay GA Keen a $10,000
advance against out-of-pocket expenses.  GA Keen shall on a
regular basis provide the Debtor with an accounting of its
expenses and the Debtor agrees to reimburse GA Keen promptly upon
request from time to time for all out-of-pocket expenses so that
GA Keen shall maintain on account the $10,000 advance.  At the
conclusion of the engagement, GA Keen shall promptly return to the
Debtor the remaining balance of the expense account following
payment to GA Keen of all fees due and owing.

Mark Naughton, general counsel for GA Keen, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

GA Keen can be reached at:

       Mark Naughton, Esq.
       GA KEEN REALTY ADVISORS, LLC
       420 Lexington Ave., Suite 3001
       New York, NY 10170

                     About Mi Pueblo San Jose

Mi Pueblo San Jose, Inc., filed a Chapter 11 petition (Bankr. N.D.
Calif. Case No. 13-53893) in San Jose, California, on July 22,
2013.  An affiliate, Cha Cha Enterprises, LLC, sought Chapter 11
protection (Case No. 13-53894) on the same day.  The cases are not
jointly administered.

In its amended schedules, Mi Pueblo disclosed $61,577,296 in
assets and $68,735,285 in liabilities as of the Petition Date.

Heinz Binder, Esq., at Binder & Malter, LLP, is the Debtor's
general reorganization counsel.  The Law Offices of Wm. Thomas
Lewis, sometimes doing business as Robertson & Lewis, is the
Debtor's special counsel.  Avant Advisory Partners, LLC serves as
its financial advisors. Bustamante & Gagliasso, P.C. serves as its
special counsel.

The U.S. Trustee appointed seven members to the Official Committee
of Unsecured Creditors.  Protiviti Inc. serves as financial
advisor.  Stutman, Treister & Glatt P.C. serves as counsel to the
Committee.


MI PUEBLO: May Reject Consulting Contract With Vince Alvarado
-------------------------------------------------------------
The Hon. Arthur S. Weissbrodt of the U.S. Bankruptcy Court for the
Northern District of California authorized Mi Pueblo San Jose Inc.
to reject the executive continuity and consulting contract of
Vince Alvarado.

The Debtor said it is not authorized to enter into a new
employment contract with Mr. Alvarado without further Court order.

As reported in the Troubled Company Reporter on Oct. 28, 2013, the
Official Committee of Unsecured Creditors in the Chapter 11 case
of Mi Pueblo asked the Court to deny the Debtor's motion to reject
Mr. Alvarado's agreement.

According to the Committee, under the terms of the agreement,
Mr. Alvarado is obligated to provide certain consulting services
to the Debtor that will be phased out over time, ending on
Dec. 31, 2015.  In return for these services, the Debtor agreed to
pay substantial amounts and to provide certain benefits to
Mr. Alvarado.  In addition, the Debtor agreed to pay Mr. Alvarado
a bonus in the amount of $200,000 at the end of January 2014.

The Committee noted that the motion provides no information
regarding the effect that rejection of the agreement may have on
the Debtor's estate.  In particular, the motion makes no reference
to the effect that rejection of the agreement may have on any
claim that Mr. Alvarado may assert against the estate.

Additionally, the Committee said that the motion contains
inadequate information to determine whether rejection is in the
interest of creditors.

                     About Mi Pueblo San Jose

Mi Pueblo San Jose, Inc., filed a Chapter 11 petition (Bankr. N.D.
Calif. Case No. 13-53893) in San Jose, California, on July 22,
2013.  An affiliate, Cha Cha Enterprises, LLC, sought Chapter 11
protection (Case No. 13-53894) on the same day.  The cases are not
jointly administered.

In its amended schedules, Mi Pueblo disclosed $61,577,296 in
assets and $68,735,285 in liabilities as of the Petition Date.

Heinz Binder, Esq., at Binder & Malter, LLP, is the Debtor's
general reorganization counsel.  The Law Offices of Wm. Thomas
Lewis, sometimes doing business as Robertson & Lewis, is the
Debtor's special counsel.  Avant Advisory Partners, LLC serves as
its financial advisors. Bustamante & Gagliasso, P.C. serves as its
special counsel.

The U.S. Trustee appointed seven members to the Official Committee
of Unsecured Creditors.  Protiviti Inc. serves as financial
advisor.  Stutman, Treister & Glatt P.C. serves as counsel to the
Committee.


MOMENTIVE PERFORMANCE: S&P Lowers CCR to 'CCC-'; Outlook Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Albany, N.Y.- based Momentive Performance Materials Inc.
(MPM) to 'CCC-' from 'CCC'.  The outlook is negative.

At the same time, S&P lowered the rating on MPM's first-priority
senior secured notes to 'CCC' from 'CCC+'.  The issue rating is
one notch above the corporate credit rating.  The recovery rating
remains unchanged at '2', indicating S&P's expectation of
substantial (70% to 90%) recovery in the event of a payment
default.

In addition, S&P lowered the ratings on MPM's 10% senior secured
notes due 2020 (the 1.5-lien notes), second-priority, and
subordinated notes to 'C' from 'CC'.  This rating is two notches
below the corporate credit rating.  The recovery rating remains
unchanged at '6', denoting S&P's expectation of negligible (0% to
10%) recovery in the event of a payment default.

"The downgrade follows several quarters of negative free operating
cash flow and declining liquidity through Sept. 30, 2013," said
Standard & Poor's credit analyst Cynthia Werneth.  In S&P's view,
prospects for sufficient improvement to stave off a payment
default or debt restructuring within the first three quarters of
2014 are dim.  Moreover, liquidity will likely be constrained
later this year by covenant restrictions and the expiration of the
smaller of MPM's two revolving credit facilities.

MPM is a large producer of silicones, which represents the large
majority of its sales and EBITDA.  It also produces quartz, which
is used primarily in the production of semiconductors.
Significant silicone industry capacity additions have led to
oversupply and competitive market conditions in a lackluster
global economy, and the quartz business is suffering because of
weak electronics end markets.  S&P regards the company's business
risk profile as "weak" as defined in its criteria.

The outlook is negative.  S&P's forecast is for continued negative
free operating cash flow as silicone overcapacity, cyclically
depressed demand for quartz, and a tepid global economy outweigh
the slight uptick in MPM's EBITDA.  This trend will cause MPM's
liquidity position to dwindle and heighten the risk of default.

S&P would lower the ratings again if, as it expects, the company
defaults on any of its debt obligations or voluntarily
restructures or repurchases its debt in a fashion that results in
anything less than full and timely repayment.

While S&P considers it less likely, it could revise the outlook to
stable if MPM's earnings and cash flow strengthen, its leverage
declines, and its liquidity stabilizes at a level S&P considers
adequate.  For this to occur, global economic conditions would
have to strengthen to a greater extent and faster than S&P
currently expects, resulting in higher silicone and quartz demand
and better pricing.

S&P regards a higher rating as unlikely, given the company's
current capital structure.  S&P considers MPM's debt leverage
unsustainable, even under improved economic and market conditions.


NEXEO SOLUTIONS: Moody's Rates $170MM Add-on Term Loan 'B2'
-----------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
and the B2-PD probability of default rating of Nexeo Solutions,
LLC and instrument ratings, but revised the ratings outlook to
negative. Moody's also assigned a B2 rating to the $170 million
incremental Term Loan B-3 due 2017 with Nexeo Solutions Holdings,
LLC and Nexeo Solutions Sub Holding Corp. as co-borrowers under
the new term loan and existing ABL facility. The proceeds of the
term loan will be used to reduce revolver borrowings, general
corporate purposes and to provide dry powder for potential
additional acquisitions. The change in the outlook reflects the
increase in debt to support their growth strategy, as well as
margins and credit metrics that remain weak for the rating.

Moody's took the following rating actions:

Nexeo Solutions, LLC , Nexeo Solutions Holdings, LLC, Nexeo
Solutions Sub Holding Corp.

-- Assigned B2 (LGD4-51%) to $170 million Incremental Term Loan
    B-3 due 2017

Nexeo Solutions, LLC

-- Affirmed B2 CFR

-- Affirmed B2-PD PDR

-- Affirmed B2 on senior secured Term Loan B-1 and Term Loan B-2
    due 2017, LGD changed to LGD4-51% from LGD3-46%

-- Affirmed Caa1 on $175 million subordinated notes due 2018, LGD
    changed to LGD6-92% from LGD6-90%

-- Revised outlook to negative from stable.

Ratings Rationale

The changes in Nexeo's outlook to negative reflects the company's
elevated leverage following its debt-financed acquisition of
Chemical Specialists and Development Inc (CSD) and two related
businesses for approximately $100 million in December 2013. Pro
forma for the incremental term loan issuance , Nexeo's Debt/EBITDA
will rise to an estimated 6.3x as of December 31, 2013 from 5.7x
as of September 31, 2013. Leverage is high for the rating and is
expected to remain elevated until the company realizes the full
benefit of its recent acquisitions, largely due to the elevated
valuation multiple associated with the transactions.

Nexeo Solutions' B2 CFR reflects its size and market position in
North America, as well as its high leverage, history of
inconsistent free cash flow generation, low operating margins
(lower than management's expectations for an average through-the-
cycle EBITDA target), and working capital fluctuations.

Moody's would consider a downgrade of the CFR if proforma leverage
continues to weaken due to additional acquisitions and if margins
do not rise above 4% in 2014. The prospect for an upgrade is
unlikely as the ratings are limited by the company's leverage and
cash flow expectations. Moody's could reassess the ratings should
Nexeo Solutions improve its profit margins, generate positive free
cash flow consistently, and lower its leverage (Debt/EBITDA) to
around 4.0x.

The principal methodology used in this rating was the Global
Chemical Industry Rating Methodology published in December 2013.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Nexeo Solutions LLC (Nexeo Solutions) is one of the largest
distributors of chemicals and providers of related services in
North America, where it sources over 80% of its revenues. The
company also has operations in Europe and China. The company
distributes chemicals, plastics and composites and provides
environmental services (only 3% of revenue). Private equity firm
TPG Capital purchased Ashland Inc.'s distribution business in an
leveraged buyout transaction for $930 million to form Nexeo
Solutions in 2011. Nexeo Solutions had revenues of $4.4 billion
for the year ending September 30, 2013.


NEXEO SOLUTIONS: S&P Assigns 'B+' Rating to Incremental Loan
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue rating
and '4' recovery rating to Nexeo Solutions LLC's incremental term
loan facility.  S&P also raised its issue ratings on the company's
existing term loan facilities to 'B+' from 'B' and revised its
recovery rating to '4' from '5'.  The '4' recovery rating
indicates S&P's expectation of average recovery (30% to 50%) in
the event of a payment default.

At the same time, S&P affirmed its 'B-' issue rating on the
company's senior subordinated notes.  The recovery rating on this
debt remains '6', indicating S&P's expectation for a negligible
recovery (0% to 10%) in the event of a payment default.

S&P also affirmed its 'B+' corporate credit rating on Nexeo.  The
outlook is stable.

"The ratings on Nexeo reflect the company's position in the
relatively stable and diverse chemicals, plastics, and composites
distribution business, but also its below-average profitability
and the risks associated with its financial sponsor ownership,"
said Standard & Poor's credit analyst Seamus Ryan.  S&P believes
the company will benefit from industry growth as well as from
acquisitions that will allow it to gradually improve leverage.
S&P assess Nexeo's financial risk profile as "highly leveraged"
and its business risk profile as "fair".  The ratings also reflect
a positive adjustment of one notch to S&P's 'b' anchor on Nexeo as
a result of its favorable assessment of the comparable ratings
analysis modifier.  Based on S&P's base-case expectations, it
believes Nexeo's credit metrics will remain somewhat stronger than
those of other financial sponsor-owned companies it deems as
having "highly leveraged" financial risk profiles.

The stable outlook reflects S&P's expectations that favorable
demand trends and the benefits of recent acquisitions will allow
the company to gradually reduce leverage from current levels.  S&P
do not believe the company will increase debt to fund further
acquisitions or return cash to shareholders over the next year.
At the rating, S&P expects the company to maintain debt to EBITDA
at or slightly below 5.0x.

S&P could lower the ratings if an unfavorable product-mix shift,
unexpected volume deterioration, or problems integrating recent
acquisitions lead to stagnant revenue or gross margins declining
by about 50 basis points.  Such a scenario could result in debt to
EBITDA above 5.5x, with limited likelihood of improvement to S&P's
expected range within 12 months.  S&P could also lower ratings if
additional debt pushes leverage to this same level.

The company's ownership by a financial sponsor limits the
potential for a higher rating over the next year.  However, if
Nexeo were to improve product mix, selling prices, or realign its
cost structure to the point where S&P would expect the company to
sustain EBITDA margins well above 5%, it could consider a better
business risk profile and a higher rating.


NINE HOMES: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: The Nine Homes, LLC
        241 E. Davis Blvd.
        Tampa, FL 33606

Case No.: 14-01489

Chapter 11 Petition Date: February 11, 2014

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Scott A. Stichter, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER
                  110 E. Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: 813-229-0144
                  Fax: 813-229-1811
                  Email: sstichter.ecf@srbp.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Ramon Perez, president of
Homeworksbuilders, Inc., manager.

The Debtor did not file a list of its largest unsecured creditors
when it filed the petition.


NNN 123: Plan Exclusivity Period Extended Until March 3
-------------------------------------------------------
The Hon. Jack B. Schmetterer of the U.S. Bankruptcy Court for the
Northern District of Illinois further extended the exclusive
periods of NNN 123 North Wacker, LLC, et al., to:

  a) file a proposed Chapter 11 plan until March 3, 2014; and

  b) solicit acceptances of that plan through and until
     May 2, 2014.

Judge Schmetterer scheduled a hearing on Feb. 28, 2014, at 11:00
a.m., on the Debtor's request.

In its motion, the Debtor seeks to extend the plan filing and
solicitation deadlines to May 4, 2014, and July 4, 2014,
respectively.

As reported in the Troubled Company Reporter on Feb. 5, 2014, NNN
123 North Wacker 1 LLC and the other tenants, who own more than
86% of the property that constitutes the only significant asset of
Debtors, objected to the Debtors' extension request, alleging that
the Debtors' bankruptcy case was filed in bad faith and without
proper consent.

The Debtors related they have made significant progress in
negotiations with the lenders, and they need additional time to
conclude those discussions in relation to the plan and the
explanatory disclosure statement.

The Debtors have proposed these extensions:

   Deadline                 Current Date         Proposed Date
   --------                 ------------         -------------
Plan Exclusivity Deadline      Feb. 3                May 4
Solicitation Deadline          April 25              July 1
Plan Filing                    Feb. 6                May 4
Plan Status Hearing            Feb. 18            Week of May 19
General Claims Objection
  Deadline                     Feb. 3                April 14

                  About NNN 123 North Wacker, LLC

NNN 123 North Wacker, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ill. Case No. 13-39210) on Oct. 4, 2013 in Chicago,
represented by Andrea Johnson Frost, Esq., at Kaye Scholer LLC, as
counsel.  The Debtor disclosed total assets of $24.95 million and
total liabilities of $135.47 million in its Schedules.

Another entity, NNN 123 North Wacker Member LLC, sought
Chapter 11 protection (Case No. 13-39240) on the same day.

OCEANSIDE MILE: Files Chapter 11 Plan; Hotel Valuation Disputed
---------------------------------------------------------------
Oceanside Mile LLC last month filed a proposed Chapter 11 Plan of
Reorganization.

The Debtor said it is continuing to negotiate with two independent
parties for sale of its Seabonay Resort Hotel at between $12.59
million and $13 million.  These sales cannot be concluded within
the short time constraints imposed for the filing of the Plan.

The Debtor has obtained a recent appraisal in connection with a
proposed postpetition takeout financing, which values the hotel at
$9.25 million.  In its support of its stay relief motion, First
Citizens Bank produced an appraisal report valuing the hotel at
$5.9 million.  As a result, the Debtor intends to request a
valuation hearing in connection with the confirmation of the Plan.

Under the Debtor's plan, First Citizens will receive an initial
principal payment five days of the Effective Date, then monthly
payments of interest, and payment of remaining principal on the
earlier of the closing of the sale of the hotel or Feb. 28, 2017.
Holders of general unsecured claims totaling $127,617 will receive
10 semiannual payments of $12,762.  Holders of interests in the
Debtor will retain their interests.

A copy of the Disclosure Statement dated Jan. 7, 2014, is
available for free at:

   http://bankrupt.com/misc/Oceanside_Mile_Plan_Outline.pdf
   http://bankrupt.com/misc/Oceanside_Mile_Plan_Outline_2.pdf
   http://bankrupt.com/misc/Oceanside_Mile_Plan_Outline_3.pdf

                      About Oceanside Mile

Oceanside Mile LLC owns the Seabonay Resort Hotel, a resort hotel
located in an affluent area of Florida's Hillsboro Beach, which is
perched on the Atlantic Ocean.  The hotel is close to Fort
Lauderdale and its suburbs; three miles south of Boca Raton, and a
mile east of Deerfield Beach.  The hotel has 81 rooms and total
1.29 acres.

Oceanside Mile filed a Chapter 11 petition (Bankr. C.D. Cal.
Case No. 13-35286) on Oct. 17, 2013.  Arturo Rubinstein signed the
petition as managing member.  The Debtor estimated assets of at
least $10 million and liabilities of at least $1 million.  Judge
Barry Russell presides over the case.

The Debtor is represented by Sandford L. Frey, Esq., Stuart I.
Koenig, Esq., and Martha C. Wade, Esq., at Creim Macias Koenig &
Frey LLP, in Los Angeles, California.

First-Citizens Bank & Trust Company is represented by Craig H.
Averch, Esq., and Roberto J. Kampfner, Esq., at White & Case LLP,
in Los Angeles, California.


OCZ TECHNOLOGY: Sells Power Supply Business Assets for $850,000
---------------------------------------------------------------
OCZ Technology Group, Inc., now known as ZCO Liquidating
Corporation, sought and obtained authority from the U.S.
Bankruptcy Court for the District of Delaware to sell its power
supply business assets to Firepower Technology, Inc., for
$850,000.

                           About OCZ

San Jose, Calif.-based OCZ Technology Group, Inc. (Nasdaq: OCZ)
designs, manufactures, and distributes high-performance solid-
state storage solutions and premium computer components.

OCZ and two affiliates on Dec. 2, 2013, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 13-13126) with a deal to
sell all assets under 11 U.S.C. Sec. 363 to Toshiba Corporation
for $35 million.

As of the bankruptcy filing, the Debtors had funded indebtedness
of $29.3 million and general unsecured trade obligations of $31.4
million.

The Debtors are represented by Mayer Brown LLP's Sean T. Scott,
Esq., as counsel and Young Conaway Stargatt & Taylor LLP's Michael
R. Nestor, Esq., Matthew B. Lunn, Esq., and Jaime Luton Chapman,
Esq., as Delaware local counsel.  Deutsche Bank is the Debtors'
investment banker.  Mike Rizzo Jr. at RAS Management Advisors,
LLC, serves as financial advisors to the Debtors.  The Hon. Peter
J. Walsh presides over the case.

Kelley Drye & Warren LLP's Eric R. Wilson, Esq., Jason R. Adams,
Esq., and Gilbert R. Saydah Jr., Esq., serve as counsel to the
official committee of unsecured creditors, and Greenberg Traurig,
LLP's Dennis A. Meloro, Esq. serves as local counsel.

OCZ Technology, on Jan. 17, 2014, received approval from the
Bankruptcy Court to sell substantially all of its assets to
Toshiba Corporation for $35 million.  OCZ Technology changed its
name to ZCO Liquidating Corporation.


OCZ TECHNOLOGY: Name Changed to ZCO Liquidating Corporation
-----------------------------------------------------------
OCZ Technology Group, Inc., is now known as ZCO Liquidating
Corporation, according to a filing with the U.S. Bankruptcy Court
for the District of Delaware.  The change in name follows the sale
of substantially all of the company's assets to Toshiba in January
2014.

                           About OCZ

San Jose, Calif.-based OCZ Technology Group, Inc. (Nasdaq: OCZ)
designs, manufactures, and distributes high-performance solid-
state storage solutions and premium computer components.

OCZ and two affiliates on Dec. 2, 2013, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 13-13126) with a deal to
sell all assets under 11 U.S.C. Sec. 363 to Toshiba Corporation
for $35 million.

As of the bankruptcy filing, the Debtors had funded indebtedness
of $29.3 million and general unsecured trade obligations of $31.4
million.

The Debtors are represented by Mayer Brown LLP's Sean T. Scott,
Esq., as counsel and Young Conaway Stargatt & Taylor LLP's Michael
R. Nestor, Esq., Matthew B. Lunn, Esq., and Jaime Luton Chapman,
Esq., as Delaware local counsel.  Deutsche Bank is the Debtors'
investment banker.  Mike Rizzo Jr. at RAS Management Advisors,
LLC, serves as financial advisors to the Debtors.  The Hon. Peter
J. Walsh presides over the case.

Kelley Drye & Warren LLP's Eric R. Wilson, Esq., Jason R. Adams,
Esq., and Gilbert R. Saydah Jr., Esq., serve as counsel to the
official committee of unsecured creditors, and Greenberg Traurig,
LLP's Dennis A. Meloro, Esq. serves as local counsel.

OCZ Technology, on Jan. 17, 2014, received approval from the
Bankruptcy Court to sell substantially all of its assets to
Toshiba Corporation for $35 million.


OPTIM ENERGY: Files for Bankruptcy Protection
---------------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that
that electricity producer Optim Energy LLC, owned by Bill Gates '
investment company, filed for bankruptcy on Feb. 12, saying it may
have to sell one of its three Texas power plants to help repay
bank debt of roughly $713 million.

According to the Journal, Optim Energy executives placed the
company into Chapter 11 protection in U.S. Bankruptcy Court in
Wilmington, Del., and said in court papers that the company
doesn't have enough cash to "safely and effectively" operate its
plants.

The Chapter 11 filing, company officials said, would give Optim
access to a $115 million bankruptcy loan from owner Cascade
Investment LLC, the Microsoft co-founder's investment arm, the
Journal related.  The DIP requires the debtor to sell its Twin
Oaks plant in Robertson County, Texas, which is capable of
producing up to 305 megawatts of electricity, The Deal reported.
Optim said in the DIP motion that the Twin Oaks plant has had
combined operating losses of $11.5 million over the past two
years.

At a court hearing on Feb. 12, Judge Brendan Linehan Shannon gave
the company permission to begin spending its bankruptcy loan, the
Journal related.

Electricity prices began plummeting soon after Optim's founding in
2007, making it difficult for the company to repay the money it
borrowed to buy the 600 megawatt natural-gas powered Altura Cogen
plant in Texas and to build another, the Journal further related.

CEO Nick Rahn said in a declaration that the company has struggled
to service its $1 billion facility with Wells Fargo Bank NA in the
wake of depressed wholesale electricity prices caused by the
recession, The Deal said.

Optim listed $100 million to $500 million in assets and $500
million to $1 billion in liabilities in its petition, but it
currently owes $712 million on the Wells Fargo facility, which was
issued on June 1, 2007, and is set to mature on June 1, 2015, The
Deal pointed out.


OSX BRASIL: Seeks to Reach Debt Deal with Bondholders This Week
---------------------------------------------------------------
Luciana Magalhaes, writing for The Wall Street Journal, reported
that Brazilian shipbuilding firm OSX Brasil SA, controlled by
businessman Eike Batista, will try to reach agreements with its
bondholders by the end of this week as it struggles to exit
bankruptcy protection, a top executive said on Feb. 12.

According to the report, OSX and advisers for its international
bondholders plan to meet in New York on Feb. 13 and 14 to discuss
a plan that could include a new payment schedule and give the
company more time to meet a March interest payment, said Claudio
Antonio da Silva Zuicker, OSX's chief financial officer and head
of investor relations.

The talks will include the possibility of lowering the daily rate
that OSX is charging sister company Oleo e Gas Participacoes SA
for use of its OSX-3 floating, production, storage and offloading
vessel, currently in operation at the Tubarao Martelo field, the
report related.  Oleo e Gas was formerly known as OGX Petroleo e
Gas Participacoes SA, the flagship company of Mr. Batista's
business empire.

OSX has $500 million in bonds outstanding and missed an $11.6
million interest payment in December, the report further related.
Its bonds, which are guaranteed by the OSX-3 vessel, mature in
2015 and carry a 9.25% coupon.

"We are in negotiations with our bondholders and with Oleo e Gas
to create a package that will leave OSX up-to-date on its
payments," Mr. Zuicker said, the report cited.


OVERSEAS SHIPHOLDING: Has Court Authority to Outsource Int'l Fleet
------------------------------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware authorized Overseas Shipholding Group, Inc., et al.,
to outsource certain management services, including but not
limited to, the technical management, certain aspects of
commercial management, and crew management of certain Debtors'
core international flag fleet to V.Ships UK Limited.

The international fleet consists of 33 owned or chartered-in
vessels.  The Debtors said savings from the outsourcing
arrangement are targeted at approximately $32 million on an
annualized basis once the outsourcing is fully implemented.  The
Debtors anticipate that the outsourcing will be completed by
approximately June 30, 2014.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that market prices indicate that a plan will pay
noteholders in full.  OSG's $300 million in 8.125 percent senior
unsecured notes due 2018 traded on Jan. 31 for 113.935 cents on
the dollar, according to Trace, the bond-price reporting system of
the Financial Industry Regulatory Authority. They were trading
around par in November and sold for as little as 18.75 cents on
the day of bankruptcy.

OSG's shares fell 9.1 percent to $8.05 on Feb. 3 in over-the-
counter trading, Mr. Rochelle related.  The stock sold for about
55 cents when the company filed for bankruptcy in November 2012.

                   About Overseas Shipholding

Overseas Shipholding Group, Inc. (OTC: OSGIQ), headquartered in
New York, is one of the largest publicly traded tanker companies
in the world, engaged primarily in the ocean transportation of
crude oil and petroleum products.  OSG owns or operates 111
vessels that transport oil and petroleum products throughout the
world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  James L.
Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb
Steen & Hamilton LLP serve as OSG's Chapter 11 counsel.  Derek C.
Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr.,
at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel.
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


PENFOLD CAPITAL: OSC Grants Temporary Management Cease Trade Order
------------------------------------------------------------------
Penfold Capital Acquisition IV Corporation on Feb. 11 disclosed
that it has been granted a Temporary Management Cease Trade Order
by its principal regulator, the Ontario Securities Commission.  As
previously announced on Jan. 29, 2014, a MCTO was made by the
Company in respect of the late filing of the Company's its annual
financial statements, accompanying management's discussion and
analysis and related CEO and CFO certifications of annual filings
for the financial year ended Sept. 30, 2013.

The Temporary MCTO restricts all trading in securities of the
Company, whether direct or indirect, by the Chief Executive
Officer, the Chief Financial Officer and the directors of the
Company, until such time as the Required Filings have been filed
by the Company.  All other parties are permitted to freely trade
in the Company's securities.  The Ontario Securities Commission
has given notice of a hearing to be held on Feb. 18, 2014, for the
purposes of making the Temporary MCTO permanent if the Company has
not remedied the default in the filing the Required Filings.

As previously announced, the Company was not in a position to
timely file its Required Filings, primarily as a result of
additional time required to complete the audit of the Company's
annual financial statements.  The Company's board of directors and
its management confirm that they are working expeditiously with
the Company's auditors to meet the Company's obligations relating
to the filing of the Required Filings, and the Company continues
to expect to file the Required Filings on or before February 18,
2014.

The Company confirms that it will satisfy the provisions of the
alternative information guidelines under Section 4.4 of National
Policy Statement 12-203 respecting Cease Trade Orders for
Continuous Disclosure Defaults, for so long as it remains in
default, by issuing bi-weekly default status reports in the form
of further news releases, which will also be filed on SEDAR.  The
Company confirms that there are no insolvency proceedings against
it as of the date of this news release.  The Company also confirms
that there is no other material information concerning the affairs
of the Company that has not been generally disclosed as of the
date of this news release.

               About Penfold Capital Acquisition IV

The Company, through its wholly owned subsidiary SLM, is dedicated
to managing consumer and retail store returns and defective and
problematic electronics through product end-of-life management.
The Company provides manages returns from receiving to end-of-life
with quality assurance testing, factory servicing, resale through
non-traditional channels and recycling of non saleable product to
support a closed-loop distribution process.  The Company is able
to recycle the non-saleable returns it receives, thereby allowing
customer returns to have a very low environmental impact.  An
independent Waste Audit Report shows that the Company is able to
achieve a waste diversion rate of 98.6%.  This means that
companies using the Company's processes are able to divert 98.6%
of their product from landfill sites.  The Company is currently
working on rolling out this product offering to retailers to allow
them to capture the environmentally conscious consumer.  The
Company currently operates only in Ontario.


PERSONAL COMMUNICATIONS: Watchdog Rips Proposed $2.7MM CEO Bonus
----------------------------------------------------------------
William K. Harrington, the U.S. Trustee for Region 2, objects to
Personal Communications Devices, LLC, et al.'s request to pay
obligations arising under an incentive plan agreement as an
administrative expense.

The Debtors are seeking authority to pay their Chief Executive
Officer bonuses of up to $2.7 million in total in line with the
consummation of the sale of substantially all of their assets.
The Debtors assert that the KEIP provided for in prepetition
agreements -- calculated on a sliding scale tied to the results
achieved from the sale -- is an incentive payment.  The Debtors,
however, failed to establish that the yardstick established under
Section 503(c)(1) of the Bankruptcy Code, by which KEIP payments
may be made to insider employees, has been met, the U.S. Trustee
argues.

In fact, the U.S. Trustee asserts, the KEIP did not function to
incentivize the participant, because the level of proceeds from
the sale of the Debtors' assets negotiated prior to the Petition
Date already guaranteed that the insider -- without doing anything
more to find other bidders -- would receive a substantial bonus.
Rather, the U.S. Trustee says, the KEIP was designed to induce the
insider to remain with the Debtors through the Chapter 11 sale
process.

A hearing on the Debtors' request will be on Feb. 12, 2014, at
2:00 p.m., before the U.S. Bankruptcy Court for the Eastern
District of New York.

                             About PCD

Personal Communications Devices LLC and an affiliate, Personal
Communications Devices Holdings, LLC, filed for Chapter 11
bankruptcy (Bankr. E.D.N.Y. Case No. 13-74303) on Aug. 19, 2013,
in Central Islip, N.Y.  The Debtor disclosed $247,952,684 in
assets and $284,985,134 in liabilities as of the Chapter 11
filing.

PCD -- http://www.pcdphones.com-- was in the business of
providing carriers and manufacturers an array of product life
cycle management services that includes planning and development;
inventory; technical testing; quality control; forward and reverse
logistics; sell-in and sell-thru, marketing & warranty support.

PCD sold its assets to Quality One Wireless LLC for $105 million
in October 2013.  The bankruptcy auction was cancelled as no
competing offers were submitted.

Bankruptcy Judge Alan S. Trust oversees the case.  Attorneys at
Goodwin Procter, LLP and Togut, Segal & Segal, LLP serve as
counsel to the Debtors.  Epiq Bankruptcy Solutions, LLC, is the
claims and notice agent.  BG Strategic Advisors, LLC, is the
financial advisor.  Richter Consulting, Inc., is the investment
banker.

Q1W is advised by Raymond James and Associates, Inc. and Munsch
Hardt Kopf & Harr, P.C.

A three-member official committee of unsecured creditors was
appointed in the Chapter 11 case.  The Committee retained FTI
Consulting, Inc., as financial advisor, and Perkins Coie LLP as
counsel.


PHH CORP: CFPB Sues Mortgage Lender over Kickbacks
--------------------------------------------------
Law360 reported that The Consumer Financial Protection Bureau on
Jan. 29 administratively charged PHH Corp. and its mortgage
reinsurance subsidiaries with harming consumers through a mortgage
insurance kickback scheme.

According to the report, in a complaint naming New Jersey-based
PHH, PHH Home Loans LLC, Atrium Insurance Corp. and Atrium
Reinsurance Corp., the CFPB alleged that when PHH originated
mortgages, it referred consumers to mortgage insurers with which
it partnered. In exchange for this referral, these insurers
purchased reinsurance from PHH's subsidiaries.  PHH allegedly took
the reinsurance fees as kickbacks, in violation of the Real Estate
Settlements Procedures Act.

The CFPB alleges that because of PHH's scheme, consumers ended up
paying more in mortgage insurance premiums, the report said.

"The bureau believes that from the start of the arrangements [as
early as 1995], and continuing into at least 2009, PHH manipulated
its allocation of mortgage insurance business to maximize kickback
reinsurance payments for itself," the CFPB said in a statement,
the report cited.

PHH and its affiliates are specifically accused of setting up a
system whereby it received as much as 40 percent of the premiums
that consumers paid to mortgage insurers, collecting hundreds of
millions of dollars in kickbacks, the report related.  They also
allegedly charged more money for loans to consumers who did not
buy mortgage insurance from one of its kickback partners, and, in
general, charged consumers additional percentage points on their
loans.

The Troubled Company Reporter on Aug. 8, 2013, reported that
Standard & Poor's Ratings Services said it assigned its 'BB-'
rating on PHH's $300 million senior unsecured notes due in
2021.  The long-term issuer credit rating on PHH is 'BB-', and the
outlook is stable.  The TCR also reported on the same day that
Fitch Ratings expects to assign a 'BB' rating to PHH Corporation's
proposed $300 million senior unsecured note issuance due 2021. The
proceeds from the issuance, along with unrestricted cash on hand,
will be used to tender $300 million of PHH's existing $450
million, 9.25% senior unsecured notes due March 2016 (2016 notes).


PUNCH TAVERNS: Scraps Doomed Vote on Debt Revamp
------------------------------------------------
Laura Board, writing for The Deal, reported that Punch Taverns
plc, the U.K. pubs operator, which has been working on a GBP2.3
billion ($3.8 billion) debt restructuring for more than 14 months,
on Feb. 12 scrapped votes on the fourth incarnation of its plan to
avoid certain defeat.

According to the report, Punch holds its debt through two
securitizations, spawned during a precredit crisis acquisition
spree, split into 16 tranches, and backed by its 4,000-plus pubs.
The debt restructuring was designed simplify this complex capital
structure, reduce borrowing costs and avoid consistently having to
divert cash from an intermediate holding company to the
securitizations to ensure they adhere to their covenants.

But institutional investors holding blocking stakes of 25% or more
in the senior debt in its two securitizations said they would vote
against the plan, and were later joined by hedge funds Angelo
Gordon Europe LLP, Oaktree Capital Management LP and Warwick
Capital Partners LLP, which also hold blocking positions in
certain Punch debt, the report said.

"Following feedback from a range of stakeholders, Punch has
decided to withdraw the resolutions which were to be put to the
noteholder meetings convened for 14 February 2014 in order to
facilitate a period of further engagement with stakeholders," the
Burton-on-Trent, England company said, the report cited.  "As
previously announced, both securitizations will default without a
consensual restructuring. The board remains of the view that a
consensual restructuring is in the best interests of all
stakeholders and can be agreed ahead of the next covenant
reporting date of 15 April 2014."

The move removes the threat of a near-term default, which Punch
Chairman Stephen Billingham said last month could occur as early
as late February, the report related.  It also marks one of a long
line of deadline extensions to get Punch's debt revamp off the
ground.


Q MERGER SUB: Moody's Rates Proposed $305MM Unsecured Notes Caa1
----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Q Merger Sub
Inc.'s (acquirer of CEC Entertainment) proposed $305 million
senior unsecured notes due 2022. In addition, Moody's affirmed the
B1 ratings for Q Merger Sub's proposed $150 million guaranteed
senior secured revolving credit facility and $725 million
guaranteed senior secured term loan B. Moody's also affirmed Q
Merger Sub's B2 Corporate Family Rating (CFR) and B2-PD
Probability of Default Rating (PDR). The outlook is stable.

Ratings Rationale

Proceeds from the proposed note offering and bank facilities along
with approximately $350 million in common equity contributed by an
affiliate of Apollo Investments will be used to fund the
acquisition of CEC Entertainment Inc. (CEC) and to repay any
outstanding amount on its $305 million bridge loan. Upon
consummation of the acquisition, Q Merger Sub Inc. will be merged
with and into CEC, with CEC being the surviving entity and
assuming the obligations of Q Merger Sub Inc. Upon the successful
consummation of the transaction, Moody's will change the name of
the rated entity to CEC Entertainment Inc. from Q Merger Sub Inc.

Moody's ratings are subject to review of final documentation.

The B2 Corporate Family Rating reflects CEC's high leverage and
modest coverage, driven in part by weak same store sales
performance and Moody's concern that soft consumer spending and
competition will continue to pressure earnings and debt protection
metrics. The ratings also incorporate the high seasonality of
CEC's earnings in the first quarter and store concentration in
California and Texas. The ratings are supported by our expectation
that CEC's marketing initiatives with greater media focus towards
children, birthdays and overall value should help stabilize and
grow same store sales, leverage its store base and drive higher
earnings. The ratings also factor in CEC's meaningful scale,
reasonable level of brand awareness, and good liquidity.

Rating assigned:

$305 million senior unsecured notes due 2022 rated Caa1 (86%,
LGD5)

Ratings affirmed are:

Corporate Family Rating of B2

Probability of Default Ratings of B2-PD

$150 million guaranteed senior secured revolver due 2019, rated B1
(32%, LGD3)

$725 million guaranteed senior secured term loan B due 2021, rated
B1 (32%, LGD3)

The stable outlook reflects Moody's view that CEC's revised
marketing initiatives will drive improvement in same store sales,
earnings and cash flows that will more than support significantly
higher interest expense. Moody's expects the company to maintain
good liquidity while reducing debt well above required
amortization as it focuses on a less capital intensive franchise
growth model beginning in 2015.

Given CEC's high leverage and modest coverage, a higher rating
over the near term is unlikely. However, factors that could result
in an upgrade over the intermediate term include a sustained
improvement in earnings and debt protection metrics driven by
positive operating trends and lower debt levels. Specifically, an
upgrade would require debt to EBITDA of under 5.0 times, EBITA
coverage of interest of over 2.0 times, and retained cash flow to
debt of well over 10% on a sustained basis. A higher rating would
also require maintaining good liquidity.

Ratings could be downgraded in the event operating trends (same
store sales) remained negative causing earnings and cash flows to
fall short of Moody's current expectations. Specifically, a
downgrade could occur in the event debt to EBITDA failed to
migrate towards 6.0 times or EBITA to interest didn't strengthen
to around 1.5 times on a sustained basis within the next 12
months. A material deterioration in liquidity for any reason could
also result in negative ratings pressure.

CEC Entertainment, Inc., headquartered in Irving, Texas, owns,
operates, and franchises a total of 577 Chuck E. Cheese stores
that provide family-oriented entertainment. Annual revenues are
approximately $822 million.

The principal methodology used in this rating was the Global
Restaurant Methodology published in June 2011. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.


REYNOSO VINEYARDS: Full-Payment Plan Confirmed in December
----------------------------------------------------------
Reynoso Vineyards Inc. has won confirmation of its bankruptcy-exit
plan.  Judge Alan Jaroslovsky held a hearing Dec. 20 and
subsequently entered an order confirming the plan.

The order noted that the plan has been accepted in writing by the
creditors whose acceptance is required by law; and the plan
complies with the applicable provisions of Chapter 11 of the
Bankruptcy Code.

The Plan dated Dec. 17, 2013, provides that shareholders will
retain their equity position.  First lien and second lien
creditors will be paid in full with interest over time.  Holders
of allowed unsecured claims shall be paid in full in 60 equal
monthly installments.

A copy of the Plan is available for free at:

     http://bankrupt.com/misc/Reynoso_Vineyards_Plan.pdf

                   About Reynoso Vineyards Inc.

Reynoso Vineyards Inc. filed a Chapter 11 petition (Bankr. N.D.
Cal. Case No. 13-11640) in Santa Rosa, California, on Aug. 26,
2013.

The Debtor disclosed $15.8 million in assets and $9.34 million in
liabilities in schedules filed together with the petition.   The
Debtor owns a 395-acre property at River Road, in Cloverdale,
California.  The property has 148 acres planted with wine grapes
and 9 buildings, which consist of 5 single family dwellings,
2 barns and 2 sheds.  The property is valued at $14 million and
secures and $8.7 million debt to Exchange Bank.

The Debtor is represented by Michael C. Fallon, Esq., at the Law
Offices of Michael C. Fallon, in Santa Rosa, California.


ROTECH HEALTHCARE: Judge Slashes Baker & McKenzie Fee Request
-------------------------------------------------------------
Law360 reported that a Delaware bankruptcy judge slashed Baker &
McKenzie LLP's $1 million fee request in the Rotech Healthcare
Inc. Chapter 11 by $300,000, ruling that the law firm ran up an
"unreasonable" professional fee tab while it represented the
ultimately out-of-the-money equity committee.

According to the report, at a hearing in Wilmington, U.S.
Bankruptcy Judge Peter J. Walsh said the objections lodged by the
reorganized debtor against the fee requests, which said the firm
wasted time and money drawing the case into unnecessary
litigation, were "on point."

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor served as counsel to the Debtors; Foley & Lardner LLP was
the healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld
LLP was the special healthcare regulatory counsel; Barclays
Capital Inc. was the financial advisor; Alix Partners, LLP was the
restructuring advisor; and Epiq Bankruptcy Solutions LLC was the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders were represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.

The Official Committee of Unsecured Creditors tapped Otterbourg,
Steindler, Houston & Rosen, P.C., as counsel; Buchanan Ingersoll &
Rooney PC as Delaware counsel; and Grant Thornton LLP as financial
advisor.

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan.  The Equity Panel is
represented by Bayard, P.A. as Delaware counsel.

Rotech on Aug. 29 disclosed that the Bankruptcy Court has approved
the Second Amended Joint Plan of Reorganization, along with $358
million of exit financing commitments received from Wells Fargo
and certain existing holders of the 10.5% Senior Second Lien
Secured Notes.  The reorganization plan was confirmed at a court
hearing in Delaware and was supported by the Statutory Committee
of Unsecured Creditors. Creditors entitled to vote overwhelmingly
voted in favor of the reorganization plan.

Under the reorganization plan, the Company's existing common stock
will be cancelled and substantially all of the new common stock of
reorganized Rotech will be distributed to holders of the 10.5%
Senior Second Lien Secured Notes.  Trade suppliers are to be paid
in full, if they agree to continue providing credit.  The existing
$23.5 million term loan would be paid in full, and the $230
million in 10.75 percent first-lien notes will be amended.

The Company, on Sept. 27, 2013, implemented the reorganization
plan approved when a bankruptcy judge in Delaware signed a
confirmation order on Aug. 29.


ROTECH HEALTHCARE: Equity Committee Fees Cut $300,000 by Judge
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Rotech Healthcare Inc., the third-largest U.S.
provider of home respiratory equipment and services, is only
paying 70 percent of the fees requested by the law firm Baker &
McKenzie LLP, counsel for the official shareholders' committee.

According to the report, after Rotech filed for Chapter 11
reorganization in April, it proposed a plan offering 10 cents a
share to stockholders.  The plan implemented in September had
nothing for equity holders, in part because they mounted an
unsuccessful fight for a bigger payout.

Just before a pivotal hearing in August, the equity committee's
valuation expert issued a report that didn't show solvency, the
report said.  At that time, Baker & McKenzie sought permission
from the bankruptcy judge to withdraw as counsel. The nature of
the disagreement between the firm and the committee was never made
public.

Baker filed a request for approval of just over $1 million in
fees, the report related.  Rotech and the creditors' committee
objected. At a hearing on Jan. 31, U.S. Bankruptcy Judge Peter
Walsh cut the fees by $300,000, according to court records.

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor served as counsel to the Debtors; Foley & Lardner LLP was
the healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld
LLP was the special healthcare regulatory counsel; Barclays
Capital Inc. was the financial advisor; Alix Partners, LLP was the
restructuring advisor; and Epiq Bankruptcy Solutions LLC was the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders were represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.

The Official Committee of Unsecured Creditors tapped Otterbourg,
Steindler, Houston & Rosen, P.C., as counsel; Buchanan Ingersoll &
Rooney PC as Delaware counsel; and Grant Thornton LLP as financial
advisor.

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan.  The Equity Panel is
represented by Bayard, P.A. as Delaware counsel.

Rotech on Aug. 29 disclosed that the Bankruptcy Court has approved
the Second Amended Joint Plan of Reorganization, along with $358
million of exit financing commitments received from Wells Fargo
and certain existing holders of the 10.5% Senior Second Lien
Secured Notes.  The reorganization plan was confirmed at a court
hearing in Delaware and was supported by the Statutory Committee
of Unsecured Creditors. Creditors entitled to vote overwhelmingly
voted in favor of the reorganization plan.

Under the reorganization plan, the Company's existing common stock
will be cancelled and substantially all of the new common stock of
reorganized Rotech will be distributed to holders of the 10.5%
Senior Second Lien Secured Notes.  Trade suppliers are to be paid
in full, if they agree to continue providing credit.  The existing
$23.5 million term loan would be paid in full, and the $230
million in 10.75 percent first-lien notes will be amended.

The Company, on Sept. 27, 2013, implemented the reorganization
plan approved when a bankruptcy judge in Delaware signed a
confirmation order on Aug. 29.


SABRE GLBL: Moody's Rates New Sr. Secured Debt Due 2019 'B1'
------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Sabre GLBL Inc's
proposed senior secured revolving credit facility due 2019. Sabre
GLBL Inc, formerly known as Sabre Inc., is a wholly-owned
subsidiary of Sabre Holdings Corporation ("Sabre"). The rating on
the existing senior secured revolving credit facility due 2018
will be withdrawn when it is terminated.

Sabre is refinancing its existing senior secured debt to reduce
interest expense and extend the revolver maturity.

Ratings Rationale

"The proposed term loan price reduction and revolving credit
facility maturity extension are positive credit developments as
they lower interest expense by about $17.5 million per year and
lengthen external liquidity to 2019; however, ratings are
unchanged," said Edmond DeForest, Moody's Senior Analyst.

Assignments:

Issuer: Sabre GLBL Inc.

Senior Secured Bank Credit Facility, Assigned B1, LGD3, 42 %

The principal methodology used in this rating was Global Business
& Consumer Service Industry Rating Methodology published in
October 2010. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Sabre operates one of the three largest global distribution
systems, a leading software-as-a-service business that provides
technology solutions to travel suppliers globally, and an online
travel agency (Travelocity). Sabre is owned by TPG Partners,
Silver Lake Partners and other co-investors. Moody's expects
fiscal 2014 revenue of over $3 billion.


SAVIENT PHARMACEUTICALS: Files Plan of Liquidation
--------------------------------------------------
Savient Pharmaceuticals, Inc., et al., filed with the U.S.
Bankruptcy Court for the District of Delaware a Chapter 11 plan of
liquidation following the sale of substantially all of its assets
to Crealta Pharmaceuticals LLC.

The Plan impairs senior secured noteholder claims and general
unsecured claims.  The Plan also impairs intercompany claims,
subordinated 510(c) claims and subordinated 510(b) claims,
although holders of these claims are not entitled to vote on the
Plan.

Senior secured noteholder claims will be deemed allowed by the
Plan in the aggregate amount of $147,533,716 as of the effective
date.  Each holder of Senior Secured Notes will receive pro rata
shares of (i) the final cash sweep proceeds, (ii) any cash from
the professional fee reserve and administrative claim reserve
returned by the liquidating trustee to be appointed under the
Plan, and (iii) the net proceeds of the remaining assets.  Holders
of general unsecured claims will receive their pro rata share of
the Liquidating Trust Interests.

A hearing to consider approval of the disclosure statement
explaining the Plan is scheduled for March 17, 2014, at 11:30 AM.
Objections are due by March 10.

A full-text copy of the Disclosure Statement is available at
http://bankrupt.com/misc/SAVIENTds0210.pdf

A full-text copy of the Chapter 11 Plan is available at
http://bankrupt.com/misc/SAVIENTplan0210.pdf


                   About Savient Pharmaceuticals

Headquartered in Bridgewater, New Jersey, Savient Pharmaceuticals,
Inc. -- http://www.savient.com/-- is a specialty
biopharmaceutical company focused on developing and
commercializing KRYSTEXXA(R) (pegloticase) for the treatment of
chronic gout in adult patients refractory to conventional therapy.
Savient has exclusively licensed worldwide rights to the
technology related to KRYSTEXXA and its uses from Duke University
and Mountain View Pharmaceuticals, Inc.

The Company and its affiliate, Savient Pharma Holdings, Inc.,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D. Del. Case No. 13-12680) on Oct. 14, 2013.

The Debtors are represented by Kenneth S. Ziman, Esq., and David
M. Turetsky, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
New York; and Anthony W. Clark, Esq., at Skadden Arps Slate
Meagher & Flom LLP, in Wilmington, Delaware.  Cole, Schotz,
Meisel, Forman & Leonard P.A., also serves as the Company's
conflicts counsel, and Lazard Freres & Co. LLC serves as its
financial advisor.  GCG Inc. serves as the Debtors' claims agent.

U.S. Bank National Association, as Indenture Trustee and
Collateral Agent, is represented by Clark T. Whitmore, Esq., at
Maslon Edelman Borman & Brand, LLP, in Minneapolis, Minnesota.

The Unofficial Committee of Senior Secured Noteholders is
represented by Andrew N. Rosenberg, Esq., Elizabeth McColm, Esq.,
and Jacob A. Adlerstein, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison LLP, in New York; and Pauline K. Morgan, Esq., at Young,
Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware.

The Troubled Company Reporter reported on Jan. 15, 2014, that
Savient Pharmaceuticals has completed the sale of substantially
all of its assets, including all KRYSTEXXA assets, by Crealta
Pharmaceuticals for gross proceeds of approximately $120.4
million.


SEDGWICK INC: Moody's Assigns 'B3' CFR; Outlook Stable
------------------------------------------------------
Moody's Investors Service has assigned a B3 corporate family
rating and a B3-PD probability of default rating to Sedgwick, Inc.
The rating agency also assigned ratings to the credit facilities
to be issued in connection with the company's proposed $2.4
billion recapitalization. The recapitalization is being undertaken
by private equity firm KKR along with Sedgwick management and
employees. The transaction is expected to close in February,
subject to customary closing conditions. The rating outlook for
Sedgwick is stable.

Ratings Rationale

Sedgwick's ratings reflect its status as the largest third-party
claims service provider in the United States (according to
Business Insurance, based on 2012 gross revenue), its diverse
customer base, product line and geographic spread in the US, and
its strong historic organic revenue growth. As a service provider
to US corporations, insurance companies and self-insured entities,
Sedgwick also benefits from a fairly stable earnings profile, due
to the relatively high switching costs faced by customers, a
stable cost structure, and the lack of exposure to insurance
underwriting risk. These strengths are offset by the high
financial leverage and relatively low interest coverage following
its proposed recapitalization.

"The ratings of Sedgwick reflect its historically stable revenue
growth and improving EBITDA margins in recent quarters," said
Enrico Leo, Moody's lead analyst for Sedgwick. "While financial
leverage will be substantial following the recapitalization, we
expect credit metrics to improve in the year ahead."

Based on Moody's estimates, Sedgwick's adjusted debt-to-EBITDA
ratio will be around 8x following the recapitalization. The rating
agency views such leverage as aggressive for the rating category
and expects it to drop below 8x over the next 12-18 months.

The proposed financing arrangement includes a $125 million
revolving credit facility (rated B1, expected to be undrawn at
closing), a $1,085 million first lien term loan (rated B1), and
$445 million second lien term loan (rated Caa2), all to be issued
by Sedgwick, Inc. Additional funding will include $934 million of
common equity. Net proceeds will be used to repay existing debt,
purchase the existing equity and pay related fees and expenses.

Upon closing of the transaction, Moody's expects to withdraw
Sedgwick's existing ratings including: B2 corporate family rating,
B2-PD probability of default rating, as well as the B1 first-lien
and Caa1 second-lien ratings (now listed under Sedgwick Claims
Management Services, Inc. on www.moodys.com), as the credit
facilities will be repaid and terminated.

Factors that could lead to an upgrade of Sedgwick's ratings
upgrade include (i) debt-to-EBITDA ratio below 6x, (ii) free cash
flow-to-debt ratio exceeding 4%, and (iii) (EBITDA - capex)
coverage of interest exceeding 2x.

Factors that could lead to a ratings downgrade include (i) debt-
to-EBITDA ratio exceeding 8x on a sustained basis, (ii) free cash
flow-to-debt ratio below 2%, (iii) (EBITDA - capex) coverage of
interest below 1.2x.

Furthermore, the first lien credit facility rating could be
downgraded if the proportion of first lien debt relative to second
lien debt in the capital structure is increased.

Moody's has assigned the following ratings (and loss given default
(LGD) assessments):

Corporate family rating B3;

Probability of default rating B3-PD;

$125 million first-lien revolving credit facility B1 (LGD3, 33%);

$1,085 million first-lien term loan B1 (LGD3, 33%);

$445 million second lien Caa2 (LGD5, 84%).

The principal methodology used in this rating was the Moody's
Global Rating Methodology for Insurance Brokers & Service
Companies published in February 2012. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June.

Sedgwick is one of the largest claims service providers in the
United States. The company processes claims for a wide range of
insurance product lines including workers' compensation, general
liability, and disability. Through September 30, 2013 on a
trailing twelve months basis, the company generated revenues of
$1.2 billion.


SEDGWICK CLAIMS: S&P Affirms 'B' CCR & Removes It From Watch Neg.
-----------------------------------------------------------------
Standard & Poor's Rating Services said that it affirmed its 'B'
long-term corporate credit rating on Sedgwick Claims Management
Services Inc. (Sedgwick CMS).  S&P removed all ratings from
CreditWatch Negative, where it had placed them Jan. 29, 2014.  At
the same time S&P is assigning a 'B' long-term corporate credit
rating to Sedgwick Inc., the parent company of Sedgwick CMS.  In
addition, S&P is assigning its 'B' issue-level rating with a
recovery rating of '3' to Sedgwick Inc.'s $1.1 billion first-lien
facility and revolving credit facility and S&P's 'CCC+' issue-
level rating with a recovery rating of '6' to Sedgwick Inc.'s
$445 million second-lien facility.

"We affirmed our 'B' rating on Sedgwick CMS based on its fair
business risk profile and its highly leveraged financial risk
profile," said Standard & Poor's credit analyst Bob Green.  S&P's
assignment of the 'B' rating to Sedgwick Inc. reflects its view
that the parent and subsidiary are essentially the same entity for
analytical purposes.

Based on S&P's criteria, the combination of a fair business risk
profile and a highly leveraged financial risk profile results in
an anchor rating of 'b'.  Leverage metrics and ownership by an
equity sponsor contribute to the highly leveraged score.  S&P
believes that although Sedgwick CMS's leverage and coverage
metrics may improve during the next 12 to 24 months, because of
the company's and ownership's preference for debt capital, any
improvements are not necessarily sustainable.

Sedgwick CMS is well positioned from a competitive standpoint to
continue with the positive revenue and EBITDA trajectory that it
has achieved during the past several years into 2014 and 2015.
The company has a scalable, specialized business model that, when
combined with well-regarded customer service, should benefit from
an improving economy.  The company's financial plan, including
anticipated near-term deleveraging, appears achievable.

S&P would consider a downgrade during the next 12 months if
Sedgwick CMS is unable to execute its business and financial plan.
Possible downside scenarios include general business deterioration
combined with the loss of one or one or more top customers, or
more-aggressive-than-anticipated financial policy, including an
unanticipated debt-financed acquisition or debt-funded dividend.
S&P would consider a downgrade if leverage increases to more than
8.0x or EBITDA interest coverage falls to 2.0x or less on a
sustained basis.

A rating upgrade during the next 12 months is unlikely.  S&P
believes that, longer term, any leverage and coverage improvements
related to EBITDA or FFO growth or debt reduction are not likely
sustainable given equity-sponsor ownership and potential re-
leveraging.


SEQUOIA VOTING SYSTEMS: Case Summary & 20 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: Sequoia Voting Systems, Inc.
        950 Spruce St., Suite 1C
        Louisville, CO 80027

Case No.: 14-11360

Chapter 11 Petition Date: February 11, 2014

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Hon. Michael E. Romero

Debtor's Counsel: Daniel J. Garfield, Esq.
                  FOSTER GRAHAM MILSTEIN & CALISHER, LLP
                  360 S. Garfield St., 6th Fl.
                  Denver, CO 80209
                  Tel: 303-333-9810
                  Fax: 303-333-9786
                  Email: dgarfield@fostergraham.com

Total Assets: $547,583

Total Liabilities: $3.38 million

The petition was signed by Tom H. Connolly, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cob14-11360.pdf


SHOTWELL LANDFILL: March 25 Hearing on Bid for Trustee or Examiner
------------------------------------------------------------------
The Bankruptcy Court continued until March 25, 2014, the hearing
to consider:

     (i) a motion to appoint a trustee or examiner in the
         Chapter 11 case of Shotwell Landfill, Inc., filed by
         creditors David A. Cook and LSCG Fund 18, LLC, and
         assignee LSCG Fund 18, LLC;

    (ii) a motion for relief from stay filed by assignee LSCG
         Fund 18, LLC, LSCG Fund 18, LLC; and

    (ii) motion for adequate protection.

As reported in the Troubled Company Reporter on Jan. 10, 2014, the
Debtor objected to LSCG Fund 18 LLC's motion for relief from the
automatic stay or, in the alternative, for adequate protection,
stating that the maximum secured claim that LSCG could have in the
case is $2,900,000, with the remainder of its claim, $11,423,122,
as an unsecured claim.

LSCG in court filings on Nov. 27 alleged that "cause" exists to
terminate the stay in the Debtor's bankruptcy case and allow LSCG
to exercise its non-bankruptcy remedies because its interest in
the Debtor's property is not adequately protected.  LSCG also
asserted that it is owed $14,323,122 by the Debtor.

The Debtor said LSCG is not entitled to any adequate protection
payments based on a decrease in value of its collateral -- the
Debtor's property located at 4724 Smithfield Road, Wendell, North
Carolina with a value of $2,900,000.

                    About Shotwell Landfill, Inc.

Raleigh, North Carolina-based Shotwell Landfill, Inc., filed a
Chapter 11 petition (Bankr. E.D.N.C. Case No. 13-02590) in
Wilson on April 19, 2013.  The Debtor disclosed $23,027,736 in
assets and $10,039,308 in liabilities as of the Chapter 11 filing.
Blake P. Barnard, Esq., William P. Janvier, Esq., and Samantha Y.
Moore, Esq., at the Janvier Law Firm, PLLC, in Raleigh, N.C.,
represent the Debtor as counsel.  William W. Pollock, Esq., at
Ragsdale Liggett PLLC, in Raleigh, N.C., represents the Debtor as
special counsel.

The Bankruptcy Administrator was unable to appoint an official
committee of unsecured creditors in the Debtor's case.

The Debtor, in its amended schedules disclosed $23,043,736 in
assets and $10,048,364 in liabilities as of the Chapter 11 filing.


SP 1064 MADISON: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: SP 1064 Madison LLC
        One North Broadway
        White Plains, NY 10601

Case No.: 14-10288

Chapter 11 Petition Date: February 11, 2014

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Debtor's Counsel: Kevin J. Nash, Esq.
                  GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
                  1501 Broadway, 22nd Floor
                  New York, NY 10036
                  Tel: (212)-301-6944
                  Fax: (212) 422-6836
                  Email: KNash@gwfglaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Melanie Cartagena, manager.

The Debtor did not file a list of its largest unsecured creditors
when it filed the petition.


SR REAL ESTATE: Foley & Lardner Approved as Bankruptcy Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
authorized SR Real Estate Holdings, LLC, to employ Foley & Lardner
LLP as general bankruptcy counsel.

As reported in the Troubled Company Reporter, the Debtor on
Dec. 16, 2013, filed a supplemental brief in support of its motion
to employ Foley.  The Debtor filed on Sept. 3, its application to
hire Foley.

Over 45 days after the Debtor's motion to employ, DACA 2010L L.P.
and Sargent Ranch Management Company LLC objected to Foley's
employment.

In this connection, Foley and its lawyers did not accept the
engagement by the Debtor without first ensuring it could be
approved as counsel.

                        The Original Motion

As reported in the Troubled Company Reporter on Sept. 9, 2013, the
firm will be paid based on its customary hourly rates.  The rates
for some of the attorneys and paraprofessionals expected to be
primarily involved in the case are:

  Attorney             E-mail                  Hourly Rate
  --------             ------                  -----------
  Victor A. Vilaplana  vavilaplana@foley.com      $700
  Dawn Messick         dmessick@foley.com         $510
  Jennifer Pinder      jpinder@foley.com          $495
  Matthew Riopelle     mriopelle@foley.com        $455
  Marwill Hogan        mhogan@foley.com           $335

  Paraprofessional                             Hourly Rate
  ----------------                             -----------
  Kerry Farrar                                    $225

The Firm will be reimbursed for its actual, necessary expenses
incurred.

Prior to the Petition Date, the Debtor provided the Firm a
$350,000 retainer for prepetition and postpetition bankruptcy
planning and advice.  At the time of the filing, after the
deduction of $32,500 in fees and the filing fee in the amount of
$1,213, the Firm had on deposit a retainer of $316,287.00

Mr. Vilaplana assures the Court that Foley & Lardner is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The TCR on Jan. 15, 2014 reported that the so-called First
Priority Sargent Ranch Lenders joined in the opposition of DACA
2010L, L.P. and Sargent Ranch Management Company, LLC, to the
application of SR Real Estate Holdings LLC to employ Foley &
Lardner LLP as the Debtor's general bankruptcy counsel, nunc pro
tunc to the petition date.

                  About SR Real Estate Holdings

SR Real Estate Holdings, LLC, owner of 14 parcels of real property
totaling 6,400 acres straddling Santa Cruz and Santa Clara
counties, filed a Chapter 11 petition (Bankr. N.D. Cal. Case No.
13-54471) in San Jose, California, on Aug. 20, 2013.

Judge Hon. Peter W. Bowie oversees the case.  Victor A. Vilaplana,
Esq., and Matthew J. Riopelle, Esq., at Foley and Lardner, have
been tapped as proposed counsel to the Debtor.  The Debtor
disclosed $15,016,593 in assets and $548,907,938 in liabilities as
of the Chapter 11 filing.

This is the third bankruptcy filed with respect to the property.
The prior owner, Sargent Ranch, LLC, filed Chapter 11 cases in
January 2010 (Bankr. S.D. Cal. Case No. 10-00046-PB) and November
2011 (Bankr. S.D. Cal. Case No. 11-18853).  The second bankruptcy
case was dismissed in February 2012.


SR REAL ESTATE: Court Denies Motion to Vacate or Stay SARE Order
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of California denied
SR Real Estate Holdings LLC's emergency motion to vacate or stay
the order, however, the Court extended the time for Debtor to take
the action contemplated in 11 U.S.C. Section 362(d)(3) by 10 days
to account for the time the motion was pending before the court.
The deadline for the Debtor to take the action is Feb. 24, 2014.

The Court said the Debtor has neither presented new evidence nor
alleged an intervening change in law with respect to the SARE
order, and the Court finds no clear error in the order.

As reported in the Troubled Company Reporter on Jan. 29, 2014,
Jeffrey J. Goodrich, Esq., at Goodrich & Associates, on behalf of
the first priority lenders objected to SR Real Estate Holdings
LLC's emergency motion to vacate or stay the Bankruptcy Court's
order declaring the Debtor's estate as Single Asset Real Estate,
stating that the Debtor undisputedly failed to timely request any
extension of the 90-day deadline.

The Debtor is seeking relief from the Nov. 10, 2013 order
determining the Debtor's case as SARE.

The first priority lenders said that, notwithstanding the Court's
prior SARE determination in "a case involving the very same
parties and the very same property," the Debtor's Voluntary
Petition falsely claimed that the nature of the Debtor's business
is other, rather than a "Single Asset Real Estate" case.
Accordingly, the first priority lenders, lead by DACA 2010L, L.P.
and Sargent Ranch Management Company, LLC, were forced to  move
the Court for a second SARE determination.

                  About SR Real Estate Holdings

SR Real Estate Holdings, LLC, owner of 14 parcels of real property
totaling 6,400 acres straddling Santa Cruz and Santa Clara
counties, filed a Chapter 11 petition (Bankr. N.D. Cal. Case No.
13-54471) in San Jose, California, on Aug. 20, 2013.

Judge Hon. Peter W. Bowie oversees the case.  Victor A. Vilaplana,
Esq., and Matthew J. Riopelle, Esq., at Foley and Lardner, have
been tapped as proposed counsel to the Debtor.  The Debtor
disclosed $15,016,593 in assets and $548,907,938 in liabilities as
of the Chapter 11 filing.

This is the third bankruptcy filed with respect to the property.
The prior owner, Sargent Ranch, LLC, filed Chapter 11 cases in
January 2010 (Bankr. S.D. Cal. Case No. 10-00046-PB) and November
2011 (Bankr. S.D. Cal. Case No. 11-18853).  The second bankruptcy
case was dismissed in February 2012.


STELERA WIRELESS: Paying Creditors in Full 'Entirely Possible'
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Stelera Wireless LLC, a wireless Internet service for
rural communities, said it's "entirely possible" creditors will be
paid in full from the $37.4 million it expects to pocket on
completion of two court-approved sales of frequency licenses.

According to the report, the buyers, affiliates of Verizon
Communications Inc. and AT&T Inc., are awaiting regulatory
approval.

At the auction won by Verizon, the opening bid of $18 million
increased to $31.5 million, the report said.  At the second
auction, won by AT&T, the first bid of about $3.9 million rose
ultimately to $6 million.

Stelera said it can't file a reorganization plan until the sales
are completed, the report related.  It asked the judge to grant a
three-month extension of its exclusive right to propose a Chapter
11 plan at a hearing on Feb. 11.

                    About Stelera Wireless, LLC

Stelera Wireless, LLC, filed a Chapter 11 petition (Bankr. W.D.
Okla. Case No. 13-13267) on July 18, 2013.  Tim Duffy signed the
petition as chief technology officer/manager.  Judge Niles L.
Jackson presides over the case.  The Debtor disclosed $18,005,000
in assets and $30,809,314 in liabilities as of the Chapter 11
filing.

Christensen Law Group, PLLC, serves as the Debtor's primary
counsel.  Mulinix Ogden Hall & Ludlam, PLLC, serves as additional
bankruptcy counsel.  Wilkinson Barker Knauer, LLP, serves as the
Debtor's special counsel.  American Legal Claims Services, LLC
serves as official noticing agent.  Falkenberg Capital Corporation
serves as the Debtor's broker.

The official committee of unsecured creditors is represented by
attorneys at Gablegotwals.

The Troubled Company Reporter reported on Dec. 10, 2013, the Hon.
Niles Jackson of the U.S. Bankruptcy Court for the Western
District of Oklahoma authorized Stelera Wireless to sell its
Federal Communications Commission licenses to: AT&T Mobility
Spectrum LLC, as purchaser; and Atlantic Tele-Network, Inc., as
backup purchaser.  In an auction held Nov. 20, 2013, AT&T's bid
was the highest and best offer for the FCC licenses, while
Atlantic's, the stalking horse purchaser, was the second highest.
Pursuant to the APA, the aggregate purchase price to be paid by
AT&T will be $6,020,000.


SURTRONICS INC: William Wade Wants Plan to Address His Concerns
---------------------------------------------------------------
William H. Wade, Jr., asks the U.S. Bankruptcy Court for the
Eastern District of North Carolina to (i) deny approval of
Surtronics, Inc.'s Disclosure Statement dated Oct. 8, 2013, and
(ii) deny confirmation of the clarified and corrected Plan of
Reorganization filed on Jan. 15, 2014.

According to Mr. Wade, neither the Disclosure Statement nor
Amended Plan recognizes Wade as a creditor despite his filing of
objection to the Disclosure Statement and First Plan on Dec. 12,
2013.

At a prior hearing on the matter held Dec. 19, the Debtor
addressed the First Plan and Disclosure Statement, and forecast
certain changes thereto, leading to the filing of the Amended
Plan.  The Disclosure Statement was not amended so the objection
thereto remains of record.

Mr. Wades said the Amended Plan does not address the concerns he
raised in the first objection, being among other things that the
Plan did not account for Mr. Wade's potential counterclaims and
independent claims for contribution, apportionment and other legal
assessments against the Debtor and others arising under the
Comprehensive Environmental Response, Compensation and Liability
Act (CERCLA).

                      About Surtronics, Inc.

Raleigh, North Carolina-based Surtronics, Inc., filed a Chapter 11
bankruptcy petition in Wilson, North Carolina (Bankr. E.D.N.C.
Case No. 13-05672) on Sept. 9, 2013.  Founded in 1965, Surtronics
is in the business of providing electroplating and anodizing
services to base-metal alloys for use across various industries,
including but not limited to aerospace, defense, medical,
telecommunications, and automotive.  Surtronics' primary
production facility and corporate office are located in a series
of buildings at 4001 and 4025 Beryl Drive, and 508 Method Road,
Raleigh, North Carolina.

The Debtor is represented by David A. Matthews, Esq., at Shumaker,
Loop & Kendrick, LLP, in Charlotte, North Carolina.  Carr
Riggs & Ingram PLLC, serves as its accountants.

In its schedules, the Debtor disclosed $16,300,878 in total assets
and $3,507,088 in total liabilities.

The Bankruptcy Administrator is unable to organize and recommend
to the Bankruptcy Court the appointment of a committee of
creditors holding unsecured claims against Surtronics, Inc.


TAMPA WAREHOUSE: Court Approves Michael Nash as Accountant
----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina authorized Tampa Warehouse LLC to employ Michael R. Nash,
CPA, PLLC, as accountants.

As reported in the Troubled Company Reporter on Dec. 17, 2013,
Mr. Nash, the principal CPA, will be paid an hourly rate of $200,
while his assistants will be paid hourly rates of $100.  The firm
will also be reimbursed for any necessary out-of-pocket expenses.

Mr. Nash assured the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates.  The firm has performed accounting
services for the Debtor in the past and is currently owed $1,300
for prepetition services rendered.

                      About Tampa Warehouse

Tampa Warehouse, LLC, filed a Chapter 11 petition (Bankr. W.D.N.C.
Case No. 13-32547) in Charlotte, North Carolina, on Dec. 5, 2013.

The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated at least $10 million in assets and
between $10 million and $50 million in liabilities.  The Debtor
said its principal asset is located at 6422 Harney Road, in Tampa,
Florida.

Fred D. Godley, as member and manager, signed the bankruptcy
petition.  Owners of the Debtor are:  Charlotte Housing for the
Elderly (145543%), Clinton Housing for the Elderly (6.951%), Fred
D. Godley (12.516%), Monroe Housing for the Elderly (12.516%) and
Rocky Mount Housing for the Elderly (12.403%).

According to the docket, the deadline to file proofs of claim
against the Debtor is on April 15, 2014.

Judge Laura T. Beyer oversees the case.  The Debtor is represented
by represented by Joshua B Farmer, Esq., at Tomblin, Farmer &
Morris, PLLC, in Rutherfordton, North Carolina.


TEMBEC INC: S&P Revises Outlook to Positive & Affirms 'CCC+' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Montreal-based pulp, paper, and forest product manufacturer Tembec
Inc. to positive from developing.

"We base our outlook revision on our belief that Tembec is on
track to complete its boiler expansion program in the next 12
months while maintaining adequate liquidity," said Standard &
Poor's credit analyst Rahul Arora.  "As a result, we expect that
the execution and funding risks associated with the project will
decrease through our outlook period," Mr. Arora added.

At the same time, Standard & Poor's affirmed its ratings on
Tembec, including its 'CCC+' long-term corporate credit rating on
the company.

The ratings on Tembec reflect what Standard & Poor's views as the
company's "vulnerable" business risk profile and "highly
leveraged" financial risk profile.  The ratings reflect the
company's exposure to the cyclical housing construction market,
volatility in commodity pulp prices and currency, and historically
weak profitability.  These weaknesses are slightly mitigated by
the company's sizable market share in specialty dissolving pulp
products, and an improving cost profile.  Furthermore, the ratings
incorporate risks inherent to a large boiler expansion project,
which S&P expects will be completed in the next 12 months.

Tembec is a large producer of specialty cellulose and dissolving
pulp, a niche industry with higher barriers to entry that has
enjoyed steady growth in demand.  This business, which represents
just about 35% of company revenues, has been the main source of
Tembec's cash flows in recent years and S&P expects it to continue
to generate the majority of cash flows in the near term.

The company's various paper, paper pulp, and lumber businesses
operate in industries that are fragmented and within which Tembec
maintains a minor market share.

The positive outlook reflects Standard & Poor's belief that Tembec
is on track to complete its Temiscaming mill upgrade project in
the next 12 months while maintaining adequate liquidity,
notwithstanding the significant capital spend associated with the
program.  As a result, S&P believes that the execution and funding
risks associated with the project will decrease through its
outlook period.  However, S&P notes that the company depends on
favorable business, financial, and economic conditions, and relies
on asset sales and debt financing to raise capital to finish the
boiler upgrade.  S&P also expects credit metrics to remain
consistent with its highly leveraged financial risk profile during
this period.

An upgrade would require the company to complete its Temiscaming
facility upgrades with little deviation from its current budgeted
costs or scheduled completion date, hence removing the project
execution and funding risks.  In addition, an upgrade would
necessitate S&P's expectation that Tembec will be able to generate
break-even or positive free operating cash flow after completion.

A negative rating action could occur should Tembec experience weak
operating margins that lead to an 18% decline in EBITDA from S&P's
expectations, resulting in continued negative funds from
operations.  Furthermore, S&P could also take a negative rating
action if Tembec experiences a decline in its liquidity position,
which could occur through either asset sales failing to generate
sufficient funds or if further project delays and cost overruns
lead to an increased need for capital.


TREE OF LIFE: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: Tree of Life Church
           dba Tree of Life Ministries
           dba Tree of Life Ministries of Myrtle Beach
        6337 Rivers Avenue
        Charleston, SC 29406

Case No.: 14-00802

Chapter 11 Petition Date: February 11, 2014

Court: United States Bankruptcy Court
       District of South Carolina (Charleston)

Debtor's Counsel: Ivan N. Nossokoff, Esq.
                  IVAN N. NOSSOKOFF, LLC
                  4000 Faber Place Drive, Suite 300
                  Charleston, SC 29405
                  Tel: (843) 571-5442
                  Email: inn@nosslaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Pastor Elaine W. Green, authorized
agent, pastor.

The Debtor listed DeMott Law Firm as its largest unsecured
creditor holding a claim of $500.


VALASSIS COMMUNICATIONS: Moody's Withdraws Ba2 Rating After Deal
----------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings and LGD
assessments of Valassis Communications, Inc. following the
completion of its acquisition by Harland Clarke Holdings Corp. (B2
stable) on February 4, 2014 for approximately $1.84 billion.

Valassis' ratings were withdrawn because: (i) Valassis' bank debt
is no longer outstanding; and (ii) Moody's believes it lacks
insufficient information to maintain a rating on the remaining
stub obligations that remain outstanding.

Ratings Rationale

Moody's has withdrawn the rating for its own business reasons.
The following ratings and assessments were withdrawn:

Corporate Family Rating -- Ba2

Probability of Default Rating -- Ba2-PD

$ 0.09 Million 1.084% Convertible Secured Notes due 2033 -- Ba1
(LGD-2, 26%)

$ 14 Million (originally $260 Million outstanding) 6.625% Senior
Notes due 2021 -- Ba3 (LGD-5, 77%)

Outlook, changed to Withdrawn from Stable

Valassis Communications, Inc., headquartered in Livonia, Michigan,
provides promotional and advertising products including Shared
Mail, Neighborhood Targeting, Free Standing Inserts or FSI, and
International, Digital Media, & Services (coupon clearing,
consulting and analytic services).

Harland Clarke Holdings Corp., headquartered in San Antonio, TX,
is a provider of: (i) check and check-related products, direct
marketing services and customized business and home office
products to financial services, retail and software providers as
well as consumers and small business; (ii) data collection,
testing products, scanning equipment and tracking services to
educational, commercial, healthcare and government entities
through its Scantron segment; and (iii) business process
outsourcing including call centers and toll service operations at
its Faneuil division.


VANDER INTERMEDIATE: Moody's Rates New $250MM Unsec. Notes 'Caa2'
-----------------------------------------------------------------
Moody's assigned a B3 CFR and B3-PD Probability of Default (PD)
rating to Vander Intermediate Holding II Corporation (Vander II).
The company's new $250 million unsecured PIK notes were rated
Caa2. The rating outlook for Vander is stable. In a related
action, Moody's affirmed the B3 rating on the $760 million second
lien debt at BlueLine Rental, LLC (previously Volvo Construction
Equipment Rents, LLC), a subsidiary of Vander II. Moody's also
withdrew the B2 CFR and B2-PD PDR at BlueLine Rental, LLC
(BlueLine) to reflect the issuance of debt at the intermediate
holdco Vander II but maintained the stable rating outlook at
BlueLine.

Assignments:

Issuer: Vander Intermediate Holding II Corporation

Senior Unsecured Regular Bond/Debenture, Assigned Caa2 (LGD6, 92%)

Corporate Family Rating, Assigned B3

Probability of Default Rating, Assigned B3-PD

Outlook Actions:

Issuer: BlueLine Rental, LLC

Outlook, Remains Stable

Issuer: Vander Intermediate Holding II Corporation

Outlook, Assigned Stable

Affirmations:

Issuer: BlueLine Rental, LLC

Senior Secured Regular Bond/Debenture Feb 1, 2019, Affirmed B3
(LGD4, 57% from LGD4, 69%)

Withdrawals:

Issuer: BlueLine Rental, LLC

Corporate Family Rating, Withdrawn, previously rated B2

Probability of Default Rating, Withdrawn, previously rated B2-PD

Ratings Rationale

The B3 CFR assignment at Vander II is lower than the previous B2
CFR at BlueLine to reflect the issuance of an additional $250
million of debt which results in a net increase of approximately
$210 million due to use of proceeds going towards a $202 million
dividend to the equity sponsor Platinum Equity, approximately $40
million going towards paying down revolver debt at BlueLine and
the balance to fees and expenses.

B3 CFR rating reflects elevated leverage of around 6.5 times on a
Moody's adjusted basis and the expectation that company's current
very low equipment utilization rate will improve meaningfully and
lead to improving margins and enhanced credit statistics. The
rating also incorporates the company's significant product
concentration in earthmoving and aerial equipment. Moody's notes
that earth moving equipment is very cyclical and is often
strongest during economic growth cycles but can soften
significantly during periods of economic contraction. The rating
anticipates steady margin improvement through 2015 to levels more
supportive of the rating.

The Caa2 rating on the new $250 million senior unsecured PIK notes
being issued by Vander Intermediate Holding II Corporation
reflects their subordination to the debt at BlueLine and the lack
of subsidiary guarantees. The affirmation of the B3 rating on
BlueLine's $760 million second lien notes reflects the benefits
derived from second lien security and their senior position to the
new unsecured notes being offered at Vander II.

The stable ratings outlook reflects the expectation for EBITDA
growth and leverage reduction to result in improving metrics so
that debt to EBITDA will fall below 5.5 times by the end of 2014
and below 5 times in 2015.

The rating may be downgraded if debt to EBITDA fails to improve
below 6 times or if its EBITDA margin failed to improve in 2014. A
decline in equipment utilization rates could also result in
downward ratings pressure. Any additional shareholder friendly
actions at any of the companies associated with the corporate
family, given the current $200 million payout, would cause rating
pressure.

Given the company's relatively small size, low equipment
utilization rate, and high concentration in of equipment in a
couple of categories, aggressive financial policy, a rating
upgrade is unlikely over the near term. However, were leverage to
fall below 4 times, and the company was expected to deleverage
further, the rating outlook or the rating could benefit.

The principal methodology used in this rating was the Global
Equipment and Automobile Rental Industry published in December
2010. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Vander II Intermediate Holding Corporation ("Vander II"), the
direct parent of Vander Intermediate Holdings III Corporation,
("Vander III") who in turn is the holding company for BlueLine
Rental, LLC and BlueLine Rental Finance Corporation. BlueLine
Rental, LLC, previously Volvo Construction Equipment Rents, LLC
headquartered in Shippensburg, Pennsylvania is a Delaware limited
liability company. The Company offers a comprehensive line of
earthmoving, aerial, and various other construction equipment to
service customers across multiple end markets, including oil and
gas, power, industrial manufacturing, infrastructure, construction
and metals and minerals. LTM revenues are approximately $640
million. The company is owned by affiliate of Platinum Equity.


VEYANCE TECHNOLOGIES: Moody's Reviews B2 CFR For Possible Upgrade
-----------------------------------------------------------------
Moody's Investors Service has placed Veyance Technologies Inc.'s
ratings under review for upgrade after Continental AG (Baa3 STA)
announced its agreement to acquire Veyance for approximately $1.9
billion. Moody's expects to withdraw Veyance's Corporate Family
Rating (CFR) and instrument ratings on its senior secured facility
($1.125 billion term loan and $75 million revolver) when the
facility is refinanced or repaid at transaction close per change
of control provisions within Veyance's senior facility's credit
agreement. The transaction is subject to customary regulatory
review and is anticipated to close in late 2014.

On Review for Upgrade:

Issuer: Veyance Technologies Inc.

Corporate Family Rating, Placed on Review for Upgrade, currently
B2

Probability of Default Rating, Placed on Review for Upgrade,
currently B2-PD

Senior Secured Bank Credit Facility Sep 8, 2017, Placed on Review
for Upgrade, currently B2 (LGD3, 45%)

Outlook Actions:

Issuer: Veyance Technologies Inc.

Outlook, Changed To Rating Under Review From Stable

Ratings Rationale

Veyance's B2 CFR reflects the company's significant leverage of
over 5 times for the LTM period ending 9/30/13, end-user
concentration, deeply cyclical end markets, and our expectation of
soft end market demand in 2014. Although US demand for coal is
likely to be affected by low natural gas prices, Veyance's
conveyor belt business benefits from growth in international
demand for coal. Demand for its industrial hoses is anticipated to
benefit from growth in oil and gas as well as in industrial
production. The rating also considers these trends and the
company's good market position, low maintenance capital
expenditures, positive free cash flow, and high recurring
revenues.

The ratings consider the company's adequate liquidity with
expectations for single positive free cash flow due in part to
capital expenditures made to support growth initiatives and
productivity. Moody's anticipate adequate availability under its
$75 million secured revolver. The company's liquidity also
benefits from good room under its covenants due to its covenant
lite structure and meaningful unencumbered assets that could be
sold as an alternative form of liquidity.

The rating and rating outlook are not expected to change unless
the Continental AG acquisition unwinds.

If the transaction was to fall through and Veyance's leverage was
forecast to remain well above 5.0x and expected to weaken further,
the rating could be pressured. An inability to pass along raw
material prices on a timely basis could also cause rating pressure
particularly if it resulted in significantly higher revolver usage
to fund higher working capital levels.

From a fundamental perspective, the rating or rating outlook could
be upgraded and the company's leverage were expected to improve to
3.5x or better on a sustainable basis.

The principal methodology used in this rating was the Global
Manufacturing Industry published in December 2010. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.


VEYANCE TECHNOLOGIES: S&P Puts 'B' CCR on CreditWatch Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Fairlawn,
Ohio-based rubber and plastics manufacturer Veyance Technologies
Inc., including the 'B' corporate credit rating, on CreditWatch
with positive implications.

The rating action follows the announcement that higher-rated
Continental AG plans to acquire Veyance from private equity firm
Carlyle Group for about $1.9 billion.  S&P expects that all of
Veyance's outstanding rated debt could be repaid or refinanced as
part of the transaction.  The transaction is subject to regulatory
approval.

The rating on Veyance reflects S&P's assessment of the company's
business risk profile as "weak," characterized by its presence in
competitive and cyclical markets, modestly offset by its well-
established market position.  S&P assess Veyance's financial
policy as "financial sponsor-6" and expect that the company will
maintain credit metrics consistent with a "highly leveraged"
financial risk profile and "adequate" liquidity.  The company is a
global manufacturer of rubber and thermoplastic products serving
mining, industrial, agricultural, and other end-markets.

S&P plans to resolve the CreditWatch placement after the
transaction closes.  At that time, S&P could raise or withdraw the
ratings on the company.


VIOLIN MEMORY: Continues to Receive Buyout Offers After IPO
-----------------------------------------------------------
Paul Schaap, writing for The Deal, reported that computer storage
drive maker Violin Memory Inc., which had suitors knocking at the
door prior to its September initial public offering, continues to
have suitors, according to someone familiar with the situation.

According to the report, buyout interest around Violin has
increased even more so now that the company has jettisoned its
founder and CEO and brought in an executive with all the earmarks
of someone well-versed at selling tech companies.

The companies that had been talking to Santa Clara, Calif.-based
Violin Memory include some of the biggest in enterprise technology
service providers: Hewlett-Packard Co., Seagate Technology plc,
IBM Corp., Samsung Electronics Co. Ltd. and EMC Corp., an industry
source said, the report related.  At least one had gone so far as
to provide Violin Memory with a term sheet, albeit one that was
contingent on due diligence and hedged with conditions, the person
said.

Violin Memory did not respond to a request for comment, The Deal
related.  Hewlett-Packard and Seagate said it was company policy
not to comment on rumor or speculation. Samsung could not be
reached for comment, while IBM and EMC did not respond to requests
for comment.

In fact, Hewlett-Packard already had an agreement in place to
resell Violin Memory products, but the company ended the
arrangement in the fall of 2012, ostensibly in favor of the 3Par
products it acquired in 2010 as part of a $2.3 billion deal, the
report further related.

Despite the buyout interest, Violin went public in September, the
report said.  Barely three months later, founder and CEO Donald
Basile was let go by his board.  The IPO was rocky, according to
The Deal. After pricing at $9 per share on Sept. 26 to raise $162
million before expenses, the stock opened at $7.50 and closed at
$7.02 on its first day of trading.

Violin Memory develops and supplies memory-based storage systems
for high-speed applications, servers and networks in the Americas,
Europe and the Asia Pacific.

The Troubled Company Reporter reported on Dec. 12, 2013, that
Violin Memory filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $34.11 million on $28.31 million of total revenue for the three
months ended Oct. 31, 2013, compared to a net loss of $25.4
million on $20.6 million of total revenue for the same period the
prior year.  The Company's balance sheet at Oct. 31, 2013, showed
$217.32 million in total assets, $75.54 million in total
liabilities, and stockholders' equity of $141.78 million.


* 8th Circuit: Tax Debts Don't Trump Other Claims in Ch. 13
-----------------------------------------------------------
Law360 reported that the Eighth Circuit barred a couple from
paying their nondischargeable state and federal tax debts before
they have paid other unsecured creditors in their bankruptcy
proceeding, finding the plan discriminates against the couple's
most vulnerable creditors.

According to the report, if approved, the proposal would have paid
the tax creditors in full and left little or nothing for other
unsecured creditors in the proceedings, and the Eighth Circuit
said there was no reason why a nondischargeable debt should
receive special treatment over other debts.

The case is Shawn Copeland, et al v. Richard Fink, Case No.
12-4018 (8th Cir.).


* Ear Ringing False Ad Suit Tossed Over Bankruptcy Snafu
--------------------------------------------------------
Law360 reported that a California judge threw out a certified
consumer class action alleging NaturalCare Inc. falsely hawked its
homeopathic remedy Ringstop as an effective treatment for ringing
and buzzing in the ears, saying the lead plaintiff lost standing
when she filed a misleading personal bankruptcy.

According to the report, Plaintiff Alisa Neal filed for Chapter 7
protection three months before lodging her operative complaint
against Naturalcare but failed to disclose on the bankruptcy
petition that she had an interest in the class action.

The case is Alisa Neal v. Naturalcare Inc et al, Case No. 5:12-cv-
00531 (C.D. Calif.).  The case is before Judge David O. Carter.


* 60% of Bankrupt Californians Blame Medical Debt
-------------------------------------------------
SEIU-United Healthcare Workers West on Feb. 11 disclosed that at
John Muir Medical Center in Walnut Creek they charge $233 for a
pair of crutches, while at a Walgreens down the street they cost
$23.  At California Pacific Medical Center in San Francisco, a
single Ibuprofen costs $18.23, which is 303 times the price found
on Amazon.com.

Those are just some of the high prices California healthcare
workers revealed on Feb. 11 at a news conference near the U.S.
Bankruptcy Court as they launched a signature gathering campaign
to qualify a statewide ballot initiative that will end overpricing
by hospitals.  More than 60,000 people in California file for
bankruptcy each year due to medical debt.  The measure would
reduce hospital prices in California by at least $3 billion a
year.

"Of all the people in this country who file for bankruptcy, 60
percent of them cite high medical bills as the source of their
financial collapse," said Dave Regan, President of SEIU-United
Healthcare Workers West (SEIU-UHW).  "Our ballot initiative will
get outrageous hospital prices under control in California, and
help protect consumers from having to file for bankruptcy just
because they went to get medical treatment."

Approximately 505,000 signatures of registered California voters
are needed to qualify the initiative for the November 2014 ballot.
Signatures must be submitted in mid-April.

In addition to high prices on basic products, like over-the-
counter pain medication, some hospitals are charging far above the
state average for certain medical procedures.  According to state
reports, Stanford University Hospital in Palo Alto charges $7,328
for an emergency room visit -- which is 2.5 times the state
average of $2,098.  St. Francis Memorial Hospital in San Francisco
charges $46,855 to treat someone for drug or alcohol abuse, while
the state average is only $20,537.

"It's crazy how much they charged me," said Lorena Jimenez, a
Milpitas resident who fainted in 2013 and learned she was pregnant
while being treated at Regional Medical Center of San Jose, which
charged her $11,400 for her stay.  "They billed me $2,664 for an
ultrasound when I could have instead gone to the pharmacy and
bought a pregnancy test for less than $5."

The statewide ballot initiative, the Fair Healthcare Pricing Act
of 2014, prohibits hospitals from charging more than 25 percent
above the actual cost of providing patient care.  On average,
California hospitals charge 320 percent more than the actual cost
of providing care in their facilities.  The two hospitals that
charge the most in the San Francisco Bay Area are the Regional
Medical Center of San Jose, which marks up prices 575 percent, and
NorthBay Medical Center in Fairfield, which marks up prices 534
percent.

Support for -- and awareness of -- the ballot measure is building.
Last week, six state legislators from the Bay Area endorsed the
initiative, including Senators Mark Leno (D-San Francisco) and
Sen. Jim Beall (D-San Jose), and Assemblymembers Nancy Skinner (D-
Berkeley), Tom Ammiano (D-San Francisco), Bill Quirk (D-Hayward)
and Bob Wieckowski (D-Fremont).  Almost 500 paid signature
gatherers are fanning out across the state asking voters to
qualify the measure for the November 2014 ballot, and a television
ad for the initiative began airing yesterday in Sacramento.

According to the Office of Statewide Health Planning and
Development, California hospitals subject to this ballot
initiative charged $233.8 billion in 2012 -- even though their
operating expenses were only $54.5 billion.  Locally, Stanford
University Hospital billed $8.6 billion for operating expenses of
$2.1 billion, and California Pacific Medical Center charged $3.5
billion for expenses totaling $963 million.

Paid for by Yes for a Healthy California, sponsored and major
funding by Service Employees International Union, United Health
Care Workers West.  Additional major funding by State Council of
Service Employees Issues Committee.

SEIU?United Healthcare Workers West (SEIU-UHW) --
http://www.seiu-uhw.org-- is the largest hospital and healthcare
union in the western United States with more than 150,000 members.
We unite every type of healthcare worker with a mission to achieve
high-quality healthcare for all.  SEIU-UHW is part of the 2.2
million-member Service Employees International Union (SEIU), the
nation's fastest-growing union.


* Chief Executive Turnover High in January, Report Says
-------------------------------------------------------
Rachel Abrams, writing for The New York Times' DealBook, reported
that a total of 131 C.E.O.'s in the United States, mostly at
public companies, departed their posts in January, the highest
monthly total since February 2010 and 15.9 percent higher than the
same period last year, according to findings from Challenger, Gray
& Christmas, an outplacement firm.

According to the report, boards are more inclined to shuffle
management when business is good. Companies may be riding high
after the stock market surged in 2013 and the country's economy
grew at an annual rate of 3.2 percent in the fourth quarter.

"In good times, you have time to make a shift, things are going
O.K.," said Gary Neilson, a senior partner at Booz Allen, which
does a separate study on executive turnover, the report cited.
"But when things are moving fast, you need someone at the helm
who's holding on tight."

January's numbers may have also reflected an unusually high number
of retirements, the report related.  The average tenure for
exiting executives was nearly 15 years, the highest on record
since Challenger began tracking data more than a decade ago.  In
total, 43 executives said they were stepping down because of
retirement, the report further related.  Thirty-two chief
executives resigned from their position, while 22 transitioned
into other roles at the company.

Challenger assembled the report by surveying announcements of
executive changes, the report said.  Some of the prominent
announcements last month of C.E.O.'s who were stepping down
include Tim O'Shaughnessy, formerly of Living Social, and Casey
Sheahan of Patagonia.


* Credit Risk Levels Hit Lowest Levels, S&P Capital IQ Says
-----------------------------------------------------------
Since the end of October 2013, credit risk levels for non-
financial corporates* in North America, Western Europe and Asia
Pacific (APAC) mature markets have, on the whole, declined and
reached their lowest levels since the beginning of the financial
crisis in 2008, says S&P Capital IQ in the February issue of its
new, bi-monthly research publication, Credit Market Pulse.  For
the first time since 2008, the median probability of default (PD)
for these developed markets is below 0.1%, the equivalent of an
'a-' credit score**, meaning that 50% of all corporates in these
markets have a short-term credit risk assessment of 'a-' level or
better.  To view a copy of the current issue of Credit Market
Pulse, visit www.spcapitaliq-credit.com/creditmarketpulse

From a regional perspective, the current market view of credit
risk in North America continues to be optimistic. "With a median
PD of just 0.02%, which maps to an 'aa-' credit score, 50% of
North American public companies* are considered to have very low
or no credit risk in the short-term," highlights Marcel Heinrichs,
Director, Market Development, S&P Capital IQ.  "These results are
aligned with a series of recently published economic indicators
that the US economy is on a steady path to recovery."

"Western European mid- to large cap corporations* continue to show
a higher average credit risk than their North American
counterparts, and this is certainly due to the Eurozone crisis and
the continuing tight economic conditions of the debt-burdened
countries in European periphery," continues Silvina Aldeco-
Martinez, Managing Director, Product & Market Development, S&P
Capital IQ.  "However, this difference in credit risk remains low,
and is an indication that markets do not consider these factors as
imminent risks to the overall credit health of the region or
globally.  Indeed, recent discussions at the 2014 World Economic
Forum in Davos have shifted attention more towards the weakening
conditions of emerging market countries, notably Brazil, Turkey,
India and Indonesia."

Credit Market Pulse offers a broad overview of the health and
credit trends within the global capital markets.  At the core of
the report is S&P Capital IQ's proprietary probability of default
model, 'Market Signals', a unique analytical model which provides
daily changing forward looking PDs and mapped credit scores of
publicly listed companies based on a cutting-edge econometric
framework.

This issue of Credit Market Pulse has three sections, providing
different views of credit risk.  These include the quarterly
evolution of the median PD of companies aggregated in different
geographical regions; monthly evolution of the credit risk for
constituents of the S&P 500 equity index and its various industry
sub-indices and, finally, PD tables of individual companies that
merit special attention.  Customized searches similar to those
presented in the report can be run for interested media using the
data in Credit Market Pulse.

*Credit Market Pulse considers non-financial corporations with
revenues above USD500 million.** A credit score is a quantitative
assessment of credit risk from S&P Capital IQ's suite of credit
risk models.  It is expressed in letter grades such as bbb+
following the rating scale by Standard & Poor's Ratings Services,
however in lower case letters in order to differentiate it from a
rating.

                       About S&P Capital IQ

S&P Capital IQ, a part of McGraw Hill Financial, is a provider of
multi-asset class and real time data, research and analytics to
institutional investors, investment and commercial banks,
investment advisors and wealth managers, corporations and
universities  around the world.  S&P Capital IQ provides a broad
suite of capabilities designed to help track performance, generate
alpha, and identify new trading and investment ideas, and perform
risk analysis and mitigation strategies. Through leading desktop
solutions such as the S&P Capital IQ, Global Credit Portal and
MarketScope Advisor desktops; enterprise solutions such as S&P
Capital IQ Valuations; and research offerings, including Leveraged
Commentary & Data, Global Markets Intelligence, and company and
funds research, S&P Capital IQ sharpens financial intelligence
into the wisdom today's investors need.


* NLC Calls on Congress to Avoid Another Fiscal Showdown
--------------------------------------------------------
National League of Cities President Chris Coleman, Mayor of Saint
Paul, Minn. on Feb. 11 released this statement calling on Congress
to raise the U.S. debt ceiling limit:

"As the federal government approaches its debt ceiling, cities
call on Congress and the Administration to act responsibly and
avoid another fiscal showdown.  Let's not even get close to
defaulting on our debt obligations.  Cities call on members of
both parties to work together to raise the debt ceiling and
protect our nation's economy from the financial disaster that
would result following a default.

"As the bipartisan budget act and 'Farm Bill' showed, Congress is
capable of compromise and working together to get the job done.
Rather than squander the legislative time remaining in this
session, cities urge Congress to continue moving beyond the era of
manufactured crises and instead prioritize investments in cities
and their residents that are proven to stimulate economic growth
and innovation nationwide.  Following years of uncertainty due to
the absence of federal leadership during Great Recession, cities
need a federal partner that will step up to the plate and provide
a foundation for a generation of growth."

The National League of Cities is dedicated to helping city leaders
build better communities.  NLC is a resource and advocate for
19,000 cities, towns and villages, representing more than 218
million Americans.


* Senate's Warren Pushes to Require Board Votes on Banks
--------------------------------------------------------
Cheyenne Hopkins, writing for Bloomberg News, reported that the
Federal Reserve should revise enforcement policy to require board-
member votes on penalties exceeding $1 million or force changes in
banks' management, two lawmakers wrote in a letter to Fed Chairman
Janet Yellen.

According to the report, Senator Elizabeth Warren and
Representative Elijah Cummings, both Democrats, urged Yellen to
make the change to bolster the Fed's accountability and to protect
taxpayers against the kind of financial-industry risk-taking that
helped fuel the 2008 credit crisis.

"We have learned the hard way that the task of monetary policy
making is made significantly more difficult when prudential
regulators fail to ensure the safety and soundness of all facets
of the banking system," Warren of Massachusetts and Cummings of
Maryland wrote in the letter dated Feb. 11, the report cited.
"Increasing the Board's direct role in overseeing enforcement and
supervision would strengthen the Fed's efforts to reduce systemic
risk in our financial system."

The letter from the two lawmakers came as Yellen testified at a
House Financial Services Committee hearing to deliver her first
report to Congress since replacing Ben S. Bernanke as Fed chairman
last month, the report related.  Yellen, 67, faced questions from
House lawmakers on financial-regulation issues including whether
the 2010 Dodd-Frank Act went far enough in protecting the economy.

Warren and Cummings said the Fed should hold a formal vote of the
Board of Governors before entering into any enforcement order that
is for $1 million or more or include a requirement that a bank
officer be removed, new management be installed or both, the
report further related.  The proposal is likely to be addressed
when Yellen appears on Feb. 13 before the Senate Banking
Committee, which includes Warren.


* President Signs Order for Retirement Accounts
-----------------------------------------------
Anne Tergesen and Colleen McCain Nelson, writing for The Wall
Street Journal, reported that President Barack Obama has signed a
presidential memorandum authorizing the Treasury Department to
create a new retirement-savings vehicle aimed at workers who don't
have access to traditional retirement accounts, such as 401(k)s.
That group includes about half the U.S. workforce.

Called "myRAs," the accounts were among the proposals Mr. Obama
unveiled during his State of the Union address, according to the
report.  The president drew additional attention to the issue as
he traveled to a steel plant in Pennsylvania. Mr. Obama told the
steelworkers that the accounts were a "pretty good deal" that
would help more people save for retirement.

The new accounts will be structured much like Roth IRAs, in which
account holders contribute money after income taxes are paid, and
any investment gains and withdrawals are tax-free, the report
said.

To underscore his focus on executive action, the president pulled
out a pen while he was still onstage and signed the paperwork
greenlighting the retirement savings accounts, the report related.

Roth IRA accounts -- as opposed to traditional IRAs, which allow
pretax contributions -- make sense for the younger and lower-
income workers the myRA program is trying to reach, said David
John, senior strategic policy adviser at the AARP Public Policy
Institute in Washington, the report further related.


* Yellen Pushes Back on Volcker Rule Opponents
----------------------------------------------
Ronald Orol, writing for The Deal, reported that Federal Reserve
chairwoman Janet Yellen on Feb. 11 refuted assertions by
Republicans that the Volcker Rule -- written to prohibit big bank
speculative proprietary bets -- would limits efforts to manage
risk and would hurt the U.S. economy.

"Banks will be able to go on to engage in activities, particularly
market making and hedging, that are really vital to a functioning
financial system," Yellen told lawmakers at the House Financial
Services Committee, in her first hearing before Congress since
becoming chief of the central bank Feb. 1, the report cited.

The Volcker Rule is a key part of reform legislation drafted in
response to the 2008 financial crisis and was enacted in 2010, the
report related.  The legislation is also fashioned to force
financial institutions to cash out most of their hedge fund and
private equity investments in the coming years. The 900+ page
rule, named after former Fed chairman Paul Volcker, was adopted by
the Fed and four other agencies in December. Volcker first
suggested the concept for what eventually became the rule, when he
was chairman of President Barack Obama's economic recovery
advisory board.

Critics at the hearing, including Rep. Bill Huizenga, R-Mich.,
brought up concerns raised by bankers that firms and regulators
will have a difficult time differentiating between legitimate
market-making actions and prohibited speculative transactions, the
report further related. Banks have market-making obligations to
provide liquidity to investors particularly in times of stress, as
they did during the flash-crash that rattled the markets in 2010.
Big banks provide this liquidity by buying, selling and holding
securities and anticipating future customer demands. Opponents on
the left have raised concerns that the Fed will permit dangerous
speculative trades that are masked as permissible hedging of
customer positions.

Regulators have indicated that they will be taking a case-by-case
approach to identifying what is permitted and what is prohibited
and that banks will have more clarity about the trades over time,
the report said.


* Mutual Benefits' Steiner Sentenced to Prison Again
----------------------------------------------------
Kirk O'Neil, writing for The Deal, reported that a federal judge
sentenced Steven Steiner, who was convicted in the $1.2 billion
Mutual Benefits Corp. life settlements Ponzi scheme, to 15 years
in prison for conspiracy to commit mail and wire fraud.

According to the report, Judge Robert Scola of the U.S. District
Court for the Southern District of Florida in Miami handed down
the sentence on Feb. 7 that will run concurrently with a 15-year
sentence Steiner received in August for money laundering and
obstruction of justice in connection with the case.

Steiner, of Fort Lauderdale, Fla., pleaded guilty in September to
conspiracy to commit wire and mail fraud, the report related.
Steiner will serve a full 15 years of his sentence under his plea
agreement. He will serve three years of supervised release
following his incarceration. He and his co-conspirators were
ordered to pay more than $826 million in joint restitution.

Steiner agreed in his plea statement that his offense endangered
the solvency of 100 victims and involved a total of 250 victims,
the report further related. He agreed to forfeit $15 million and
other property and assets.

Steiner was first convicted in February 2013 on 19 of 54 counts of
money laundering, obstruction of justice and conspiracy charges in
connection with a scheme to launder more than $15 million from the
Mutual Benefits fraud, the report said.


* Pacific Oil in Talks to Buy Heavy Oil Wells Out of Bankruptcy
---------------------------------------------------------------
Pacific Oil Company on Feb. 11 disclosed that it has entered into
negotiations to purchase a 64% working interest in 12 producing
heavy oil wells in Maidstone Saskatchewan Canada.  The wells are
being purchased out of bankruptcy with the trustee being
represented by Sayer Energy Advisors.

Ed Loven, Vice president of Pacific Oil, said, "It's no secret
that as a company we like heavy oil in this area due to
managements experience with the commodity, expertise in its
production and preexisting relationships in the vicinity.  The
purchase of these producing assets at a significant discount is
just the opportunity we have been looking for in this prolific
area.  Once this transaction is complete it will represent a
significant uptick in Pacific Oils net asset value.

Pacific Oil is currently in the process of rigorously vetting the
potential acquisition through a strong set of control mechanisms
and extensive due diligence.  The Company will update the public
via press release as milestones in the process are achieved.

                    About Pacific Oil Company

A Nevada based corporation, Pacific Oil Company is a dynamic
junior energy company with both established assets and production
within the energy rich province of Saskatchewan Canada.


* Shareholder Suits Could Decide Fannie and Freddie's Fate
----------------------------------------------------------
Nick Timiraos, writing for The Wall Street Journal, reported that
legal wrangling over who should keep the hundreds of billions of
dollars in profits generated by Fannie Mae and Freddie Mac is
heating up, and investors increasingly are betting the government
will end up the loser.

According to the report, since last summer, the Treasury
Department has faced a host of shareholder lawsuits over changes
it made in 2012 to the terms of the bailout agreements with the
mortgage-finance giants in 2008, when the government seized the
firms as they neared collapse. The plaintiffs say that the
Treasury wasn't authorized to make the changes -- which required
Fannie and Freddie to send all of their profits to the Treasury --
and that the move amounted to unlawful seizure of private
property.

The Treasury "has effectively nationalized the companies and
ensured that they will never return to private ownership" using
steps that are "plainly unlawful," said Theodore Olson of Gibson,
Dunn & Crutcher LLP, at a conference, the report cited. Mr. Olson,
who served as solicitor general through 2004, is representing
Perry Capital LLC, a hedge-fund firm that filed suit last July.

The government has argued that the plaintiffs don't have standing
to challenge its decisions because the rescue legislation barred
shareholder claims and that the cases don't have merit, the report
related.  "Treasury committed and provided hundreds of billions of
dollars to rescue the entities," the government said in its
response last month. "Having gained that benefit, the shareholders
cannot credibly claim that the [Constitution] demands that
Treasury compensate them further for their investment."

Tens of billions of dollars are potentially at stake because
Fannie and Freddie sent more than $130 billion to the U.S.
Treasury last year, nearly seven times what would have been owed
before the terms were changed, the report further related.
Plaintiffs in the lawsuits argue that those proceeds belong to the
companies, not the U.S.


* Breakwater Equity Wins M&A Advisor Real Estate Deal of the Year
-----------------------------------------------------------------
Breakwater Equity Partners, a commercial real estate restructuring
and investment firm, has won The M&A Advisor's 8th Annual Real
Estate Deal of the Year Award for its work on Met Center 10.  The
awards will be presented at the Awards Gala on Tuesday, March 11th
at The Colony Hotel in Palm Beach, FL.

26 tenant-in-common owners purchased Met Center 10, a 345,000
square-foot building in Austin, TX, for $44.8MM in 2005.  The
expansive soils under the building caused structural damage that
made refinancing next to impossible.  Some of the owners were
retired and depended on the distributions to supplement their
fixed income; they couldn't afford to lose this significant
investment.  The owners hired Breakwater when foreclosure was
imminent.  Breakwater successfully restructured Met Center 10
using a unique multidisciplinary approach and a comprehensive
strategy.  The restructuring included the first ever successful
tenant-in-common bankruptcy reorganization, a $3.7MM remediation
construction project, several lawsuits, and $11 million in
litigation settlements for the owners.

"Since 2002, we have been honoring the leading turnaround
transactions, companies and dealmakers.  Breakwater Equity
Partners was chosen from over 500 participating companies to
receive the award.  It gives us great pleasure to recognize
Breakwater Equity Partners and bestow upon them our highest honor
for distressed investing and reorganization firms and
professionals," said David Fergusson, President, the M&A Advisor.
"Breakwater Equity Partners represents the best of the distressed
investing and reorganization industry in 2013 and earned these
honors by standing out in a group of very impressive candidates."

The M&A Advisor will present the 2014 awards at a black tie Awards
Gala at The Colony Hotel in Palm Beach, FL, in conjunction with
the 2014 M&A Advisor Distressed Investing Summit that will feature
175 of the industry's leading professionals participating in
exclusive interactive forums led by a faculty of restructuring
industry stalwarts and Bloomberg media experts.

"We are delighted to be recognized by The M&A Advisor for our
consulting work on the Met Center 10 restructuring. It was both a
challenging and rewarding project," said Phil Jemmett, Breakwater
CEO.  "We couldn't have finished implementing the strategy without
the patience and fortitude of the owners, and we are extremely
pleased with the outcome."

                 About Breakwater Equity Partners

Breakwater Equity Partners is a San Diego-based commercial real
estate advisory, restructuring and investment firm.  Through
Breakwater's extensive experience on over 300 engagements with
loan values in excess of a $4B, the firm has devised a unique,
multidisciplinary approach to analyzing and optimizing commercial
assets.  Breakwater's professional team combines legal, capital
markets, financial, economic, lender, tax, and regulatory
expertise to devise customized strategies for each property
regardless of market (primary to tertiary), asset class (office,
retail, multi-family, industrial, flex, land), loan type
(portfolio or CMBS) or circumstance (performing or non-
performing).


* Former Top SEC Enforcer Returns to Milbank
--------------------------------------------
Ben Protess, writing for The New York Times' DealBook, reported
that after spending the last few years investigating financial
institutions, George Canellos will now be defending them.

According to the report, Mr. Canellos, the former co-chief of
enforcement at the Securities and Exchange Commission, announced
on Wednesday that he would be joining Milbank, Tweed, Hadley &
McCloy as a partner and global head of the firm's litigation
department. He will start in mid-March, two months after leaving
the S.E.C.

Milbank is familiar turf for Mr. Canellos, who was a partner at
the firm before joining the S.E.C. in 2009, the report said.  And
although he spoke to a handful of other large law firms after
leaving the government -- one firm offered him the chance to lead
its New York office -- Mr. Canellos said that he went with his
"professional family" at Milbank.

"At the end of the day, it wasn't a hard decision," Mr. Canellos
said in an interview, the report cited.  "There's the nucleus of
an outstanding practice already there."

As head of global litigation, Mr. Canellos will run a group that
has gradually become Milbank's largest department, the report
related.  The group covers an array of matters, from the sort of
securities and white-collar cases Mr. Canellos specializes in to
other practices like data privacy and mutual fund litigation.


* Private Equity Funds Pour into North American Energy
------------------------------------------------------
Taina Rosa, writing for The Deal, reported that North America is
the place to be when it comes to private equity investing in the
energy industry.  And that's not about to change anytime soon as
firms in the sector are expecting to raise more capital and to
make more investments in 2014.

According to the report, a survey by Ernst & Young LLP of 100
private equity executives focused on oil and gas investments found
that 49% of them were currently investing in North America, the
highest percentage of all regions.  In addition, 77% of the
executives surveyed said they expect to see increased private
equity interest in North American oil and gas deals.

The largest funds in the sector to close in 2013 were all based in
North America, the report said.  New York-based Riverstone
Holdings LLC's Riverstone Global Energy and Power Fund V closed
with $7.7 billion; Houston-based EnCap Investments LP's EnCap
Energy Capital Fund I closed with $5 billion; and EnerVest Ltd.'s
EnerVest Energy Institutional Fund XIII, also in Houston, closed
with $2 billion, according to Preqin.  Their targets are also more
likely to be in North America.

Robert Tichio, managing director of Riverstone Holdings, said on
Feb. 10, during an energy investing panel at the 20th Annual
Venture Capital & Private Equity Conference held at Harvard
Business School, that about 86% of his fund's capital goes to
North American targets, the report related.

First Reserve Corp. managing director Jeffrey Quake added during
the panel that his firm deploys half of its fund outside of the
U.S., but stressed that opportunities in the country are
plentiful, the report further related.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Martin Smith
   Bankr. N.D. Ala. Case No. 14-80263
      Chapter 11 Petition filed January 30, 2014

In re Straight Up, Inc.
   Bankr. D. Ariz. Case No. 14-01182
     Chapter 11 Petition filed January 30, 2014
         See http://bankrupt.com/misc/azb14-01182.pdf
         represented by: Ernest E. Shaver, Esq.
                         E-mail: e.shaver@cox.net

In re Mat's RNR Enterprise
        dba Dirty Pelican
   Bankr. D. Ariz. Case No. 14-01190
     Chapter 11 Petition filed January 30, 2014
         Filed Pro Se

In re BAIC
   Bankr. C.D. Cal. Case No. 14-11784
     Chapter 11 Petition filed January 30, 2014
         See http://bankrupt.com/misc/cacb14-11784.pdf
         represented by: Dana M. Douglas, Esq.
                         DANA M. DOUGLAS, ATTORNEY AT LAW
                         E-mail: dmddouglas@hotmail.com

In re Restornations
   Bankr. C.D. Cal. Case No. 14-11796
     Chapter 11 Petition filed January 30, 2014
         See http://bankrupt.com/misc/cacb14-11796.pdf
         represented by: Dana M. Douglas, Esq.
                         DANA M. DOUGLAS, ATTORNEY AT LAW
                         E-mail: dmddouglas@hotmail.com

In re Frank VanDeBoe
   Bankr. M.D. Fla. Case No. 14-01040
      Chapter 11 Petition filed January 30, 2014

In re Dharma Land Trust
   Bankr. S.D. Fla. Case No. 14-12180
     Chapter 11 Petition filed January 30, 2014
         See http://bankrupt.com/misc/flsb14-12180.pdf
         Filed Pro Se

In re Sterling Key Lodging, Inc.
        dba Relax Inn
   Bankr. S.D. Ind. Case No. 14-00601
     Chapter 11 Petition filed January 30, 2014
         See http://bankrupt.com/misc/insb14-00601.pdf
         represented by: Jeffrey M. Hester, Esq.
                         TUCKER HESTER BAKER & KREBS, LLC
                         E-mail: jhester@thbklaw.com

In re Color Solutions, Inc.
   Bankr. W.D. Ky. Case No. 14-30310
     Chapter 11 Petition filed January 30, 2014
         See http://bankrupt.com/misc/kywb14-30310.pdf
         represented by: Richard A. Schwartz, Esq.
                         KRUGER & SCHWARTZ
                         E-mail: rick@ks-laws.com

In re Marty O'Malley
   Bankr. D. Nev. Case No. 14-10630
      Chapter 11 Petition filed January 30, 2014

In re Monte Cellos of Allison Park, LLC
        dba Monte Cellos
   Bankr. W.D. Pa. Case No. 14-20325
     Chapter 11 Petition filed January 30, 2014
         See http://bankrupt.com/misc/pawb14-20325.pdf
         represented by: Robert O. Lampl, Esq.
                         ROBERT O. LAMPL, ATTORNEY AT LAW
                         E-mail: rol@lampllaw.com

In re S&L Pour, Inc.
        dba The Pour House
   Bankr. W.D. Pa. Case No. 14-20326
     Chapter 11 Petition filed January 30, 2014
         See http://bankrupt.com/misc/pawb14-20326.pdf
         represented by: Robert O. Lampl, Esq.
                         ROBERT O. LAMPL, ATTORNEY AT LAW
                         E-mail: rol@lampllaw.com

In re Joseph Sullivan
   Bankr. C.D. Cal. Case No. 14-10711
      Chapter 11 Petition filed February 4, 2014

In re Runjhun Bhargava
   Bankr. C.D. Cal. Case No. 14-12196
      Chapter 11 Petition filed February 4, 2014

In re William Velasco
   Bankr. C.D. Calif Case No. 14-12202
      Chapter 11 Petition filed February 4, 2014

In re Linda Catron
   Bankr. N.D. Cal. Case No. 14-30175
      Chapter 11 Petition filed February 4, 2014

In re Michael Forkas
   Bankr. N.D. Cal. Case No. 14-40493
      Chapter 11 Petition filed February 4, 2014

In re Angela Kunkel
   Bankr. S.D. Fla. Case No. 14-12660
      Chapter 11 Petition filed February 4, 2014

In re Our Place Bakery Cafe, LLC
   Bankr. N.D. Ga. Case No. 14-52411
     Chapter 11 Petition filed February 4, 2014
         Filed Pro Se

In re Savannah Truck Restoring, Inc.
        dba Savannah Auto Painting and Bodyworks
   Bankr. S.D. Ga. Case No. 14-40209
     Chapter 11 Petition filed February 4, 2014
         See http://bankrupt.com/misc/gasb14-40209.pdf
         represented by: James L. Drake, Jr., Esq.
                         JAMES L. DRAKE, JR., P.C.
                         E-mail: jdrake7@bellsouth.net

In re Hassan Abrahim
   Bankr. S.D. Ill. Case No. 14-30161
      Chapter 11 Petition filed February 4, 2014

In re The Villages, LLC
   Bankr. D. Nev. Case No. 14-10748
     Chapter 11 Petition filed February 4, 2014
         See http://bankrupt.com/misc/nvb14-10748.pdf
         represented by: Brandon B. Mcdonald, Esq.
                         MCDONALD LAW OFFICES, LLP
                         E-mail: brandon@mcdonaldlawyers.com

In re 473 West End Realty Corp.
   Bankr. S.D.N.Y. Case No. 14-35211
     Chapter 11 Petition filed February 4, 2014
         See http://bankrupt.com/misc/nysb14-35211.pdf
         Filed Pro Se

In re Garimar Marine, Inc.
   Bankr. S.D. Tex. Case No. 14-30781
     Chapter 11 Petition filed February 4, 2014
         See http://bankrupt.com/misc/txsb14-30781.pdf
         Filed Pro Se

In re Marvin Riske
   Bankr. D. Ariz. Case No. 14-01394
      Chapter 11 Petition filed February 5, 2014

In re Shirley Reidhead
   Bankr. D. Ariz. Case No. 14-01442
      Chapter 11 Petition filed February 5, 2014

In re Frank & Lupe II, LLC
        dba Frank and Lupes Old Mexico
   Bankr. D. Ariz. Case No. 14-01457
     Chapter 11 Petition filed February 5, 2014
         See http://bankrupt.com/misc/azb14-01457.pdf
         represented by: Thomas H. Allen, Esq.
                         ALLEN, SALA & BAYNE, PLC
                         E-mail: tallen@asbazlaw.com

In re Elizabeth Barbanti
   Bankr. C.D. Cal. Case No. 14-10739
      Chapter 11 Petition filed February 5, 2014

In re Rickey Nero
   Bankr. N.D. Cal. Case No. 40507
      Chapter 11 Petition filed February 5, 2014


In re 2 Real Pizza, LLC
        dba Domino's Pizza
   Bankr. M.D. Fla. Case No. 14-01298
     Chapter 11 Petition filed February 5, 2014
         See http://bankrupt.com/misc/flmb14-01298.pdf
         represented by: William J. Rinaldo, Esq.
                         THE RINALDO LAW FIRM, P.A.
                         E-mail: william.rinaldo@rinaldo-law.com

In re We Care of the Treasure Coast, Inc.
   Bankr. S.D. Fla. Case No. 14-12799
     Chapter 11 Petition filed February 5, 2014
         See http://bankrupt.com/misc/flsb14-12799.pdf
         represented by: Kenneth S. Rappaport, Esq.
                         RAPPAPORT OSBORNE & RAPPAPORT, PL
                E-mail: rappaport@kennethrappaportlawoffice.com

In re Kenilworth Associates
   Bankr. N.D. Ill. Case No. 14-03681
     Chapter 11 Petition filed February 5, 2014
         See http://bankrupt.com/misc/ilnb14-03681.pdf
         represented by: Linda Spak, Esq.
                         SPAK & ASSOCIATES
                         E-mail: attorneyspak@yahoo.com

In re Zuchel Properites, LLC
   Bankr. N.D. Ill. Case No. 14-80333
     Chapter 11 Petition filed February 5, 2014
         See http://bankrupt.com/misc/ilnb14-80333.pdf
         represented by: David L. Stretch, Esq.
                         LAW OFFICE OF DAVID L. STRETCH
                         E-mail: stretchlaw@gmail.com

In re The Morson Group, Inc.
   Bankr. D. Mass. Case No. 14-10450
     Chapter 11 Petition filed February 5, 2014
         See http://bankrupt.com/misc/mab14-10450.pdf
         represented by: Marques Lipton, Esq.
                         THE LAW OFFICES OF TIMOTHY M. MAUSER
                         E-mail: mlipton@mauserlaw.com

In re David Krebs
   Bankr. E.D. Mich. Case No. 14-20223
      Chapter 11 Petition filed February 5, 2014

In re Flagship S B Amsterdam NY, LLC
        dba Saravana Bhavan Amsterdam
   Bankr. E.D.N.Y. Case No. 14-40530
     Chapter 11 Petition filed February 5, 2014
         See http://bankrupt.com/misc/nyeb14-40530.pdf
         represented by: Lawrence F. Morrison, Esq.
                         THE MORRISON LAW OFFICES, P.C.
                         E-mail: morrlaw@aol.com

In re Flagship S B New York, LLC
   Bankr. E.D.N.Y. Case No. 14-40531
     Chapter 11 Petition filed February 5, 2014
         See http://bankrupt.com/misc/nyeb14-40531.pdf
         represented by: Lawrence F. Morrison, Esq.
                         THE MORRISON LAW OFFICES, P.C.
                         E-mail: morrlaw@aol.com

In re Leajak Concrete Construction, Inc.
   Bankr. W.D. Wash. Case No. 14-10766
     Chapter 11 Petition filed February 5, 2014
         See http://bankrupt.com/misc/wawb14-10766.pdf
         Filed Pro Se

In re Hennen Company, Inc.
   Bankr. C.D. Cal. Case No. 14-12290
     Chapter 11 Petition filed February 6, 2014
         See http://bankrupt.com/misc/cacb14-12290.pdf
         represented by: Duane R Folke, Esq.
                         THE LAW OFFICES OF DUANE R. FOLKE
                         E-mail: folkeslaw@hotmail.com

In re Wiesia Wojcik
   Bankr. C.D. Cal. Case No. 14-12313
      Chapter 11 Petition filed February 6, 2014

In re Rose Faria
   Bankr. C.D. Cal. Case No. 14-12318
      Chapter 11 Petition filed February 6, 2014

In re Miguel Toscano
   Bankr. E.D. Cal. Case No. 14-90150
      Chapter 11 Petition filed February 6, 2014

In re Howard Adler
   Bankr. S.D. Cal. Case No. 14-00892
      Chapter 11 Petition filed February 6, 2014

In re MME Management, LLC
   Bankr. D. Conn. Case No. 14-20224
     Chapter 11 Petition filed February 6, 2014
         See http://bankrupt.com/misc/ctb14-20224.pdf
         represented by: Peter L. Ressler, Esq.
                         GROOB RESSLER & MULQUEEN, P.C.
                         E-mail: ressmul@yahoo.com

In re Switch Wireless Solutions, LLC
   Bankr. M.D. Fla. Case No. 14-01331
     Chapter 11 Petition filed February 6, 2014
         See http://bankrupt.com/misc/flmb14-01331.pdf
         Filed Pro Se

In re 3420 W. Devon Corporation
   Bankr. N.D. Ill. Case No. 14-03824
     Chapter 11 Petition filed February 6, 2014
         See http://bankrupt.com/misc/ilnb14-03824.pdf
         represented by: Linda Spak, Esq.
                         SPAK & ASSOCIATES
                         E-mail: attorneyspak@yahoo.com

In re Diamond Plating Company, Inc.
   Bankr. S.D. Ill. Case No. 14-30169
     Chapter 11 Petition filed February 6, 2014
         See http://bankrupt.com/misc/ilsb14-30169.pdf
         represented by: Mary E. Lopinot, Esq.
                         MATHIS MARIFIAN AND RICHTER, LTD.
                         E-mail: mlopinot@mmrltd.com

In re Schryer Properties, LLC
   Bankr. E.D. Mich. Case No. 14-20233
     Chapter 11 Petition filed February 6, 2014
         See http://bankrupt.com/misc/mieb14-20233.pdf
         represented by: Susan M. Cook, Esq.
                     LAMBERT, LESER, ISACKSON, COOK & GUINTA, P.C.
                         E-mail: smcook@lambertleser.com

In re Roger Ochsner
   Bankr. D. Minn. Case No. 14-40501
      Chapter 11 Petition filed February 6, 2014

In re Tersal Construction Services, Inc.
   Bankr. N.D.N.Y. Case No. 14-30164
     Chapter 11 Petition filed February 6, 2014
         See http://bankrupt.com/misc/nynb14-30164.pdf
         represented by: Dirk J. Oudemool, Esq.
                         E-mail: dirkj5640@outlook.com

In re Affordable Enterprises of Westchester, Inc.
        dba Affordable Carting
   Bankr. S.D.N.Y. Case No. 14-22168
     Chapter 11 Petition filed February 6, 2014
         See http://bankrupt.com/misc/nysb14-22168.pdf
         represented by: Dawn Kirby Arnold, Esq.
                         DELBELLO DONNELLAN WEINGARTEN WISE &
                         WIEDERKEHR, LLP
                         E-mail: dkirby@ddw-law.com

In re Peggy Anderson
   Bankr. S.D. Tex. Case No. 14-20054
      Chapter 11 Petition filed February 6, 2014

In re Robert De La Torre
   Bankr. M.D. Fla. Case No. 14-00573
      Chapter 11 Petition filed February 7, 2014

In re Robert Hale
   Bankr. M.D. Fla. Case No. 14-01366
      Chapter 11 Petition filed February 7, 2014

In re Charles Peterson
   Bankr. N.D. Ga. Case No. 14-52699
      Chapter 11 Petition filed February 7, 2014

In re Jerry Rhoads
   Bankr. S.D. Iowa Case No. 14-00215
      Chapter 11 Petition filed February 7, 2014

In re The Hanger Room, Inc.
   Bankr. D. Minn. Case No. 14-30460
     Chapter 11 Petition filed February 7, 2014
         See http://bankrupt.com/misc/mnb14-30460.pdf
         Filed Pro Se

In re Thomas Yaccarino
   Bankr. D.N.J. Case No. 14-12204
      Chapter 11 Petition filed February 7, 2014

In re Dino Nicolette
   Bankr. D.N.J. Case No. 14-12228
      Chapter 11 Petition filed February 7, 2014

In re J3 Energy Group, Inc.
   Bankr. M.D. Pa. Case No. 14-00532
     Chapter 11 Petition filed February 7, 2014
         See http://bankrupt.com/misc/pamb14-00532.pdf
         represented by: Kevin Karl Kercher, Esq.
                       LAW OFFICES OF KEVIN K. KERCHER, ESQ., P.C.
                         E-mail: kevinkk@kercherlaw.com

In re Martin Reamy
   Bankr. E.D. Tex. Case No. 14-40291
      Chapter 11 Petition filed February 7, 2014

In re Nancy Foster
   Bankr. E.D. Va. Case No. 14-30594
      Chapter 11 Petition filed February 7, 2014

In re Scott Wilkerson
   Bankr. W.D. Wash. Case No. 14-10818
      Chapter 11 Petition filed February 7, 2014

In re Montagna, Inc.
   Bankr. S.D. Fla. Case No. 14-13051
     Chapter 11 Petition filed February 9, 2014
         See http://bankrupt.com/misc/flsb14-13051.pdf
         represented by: David W. Langley, Esq.
                         E-mail: dave@flalawyer.com

In re lliano's Italian Restaurant & Pizzeria, Inc.
   Bankr. E.D.N.C. Case No. 14-00795
     Chapter 11 Petition filed February 9, 2014
         See http://bankrupt.com/misc/nceb14-00795.pdf
         represented by: J.M. Cook, Esq.
                         J.M. COOK, P.A.
                         E-mail: J.M.Cook@jmcookesq.com

In re Portabella's Inc.
   Bankr. M.D. Pa. Case No. 14-00542
     Chapter 11 Petition filed February 9, 2014
         See http://bankrupt.com/misc/pamb14-00542.pdf
         represented by: Lawrence G. Frank, Esq.
                         LAW OFFICE OF LAWRENCE G. FRANK
                         E-mail: lawrencegfrank@gmail.com
In re Kevin Hahn
   Bankr. D. Ariz. Case No. 14-01558
      Chapter 11 Petition filed February 10, 2014

In re Ronald Lusby
   Bankr. W.D. Ark. Case No. 14-70371
      Chapter 11 Petition filed February 10, 2014

In re Terryl Hess
   Bankr. C.D. Cal. Case No. 14-11580
      Chapter 11 Petition filed February 10, 2014

In re Victor Cazares
   Bankr. C.D. Cal. Case No. 14-12516
      Chapter 11 Petition filed February 10, 2014

In re Fabolon Saint Louis
   Bankr. S.D. Fla. Case No. 14-13099
     Chapter 11 Petition filed February 10, 2014
         See http://bankrupt.com/misc/flsb14-13099.pdf
         represented by: Stan Riskin, Esq.
                         ADVANTAGE LAW GROUP, P.A.
                         E-mail: stan.riskin@gmail.com

In re Michael Wigley
   Bankr. D. Minn. Case No. 14-40541
      Chapter 11 Petition filed February 10, 2014

In re Michael's Enterprises of Virginia, Inc.
   Bankr. E.D. Va. Case No. 14-30611
     Chapter 11 Petition filed February 10, 2014
         See http://bankrupt.com/misc/vaeb14-30611.pdf
         represented by: Lee Robert Arzt, Esq.
                         LEE ROBERT ARZT, ATTORNEY AT LAW
                         E-mail: Arztlaw@aol.com

In re Maximillian Imports, Inc.
        dba Northwest Olive Oil
   Bankr. W.D. Wash. Case No. 14-10853
     Chapter 11 Petition filed February 10, 2014
         See http://bankrupt.com/misc/wawb14-10853.pdf
         represented by: David W. Freese, Esq.
                         DAVID W. FREESE, ATTORNEY AT LAW
                         E-mail: freese@integraonline.com



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Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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